a helping hand
by SilentShadow15
Summary: After the death of the hyena clan Shenzi, Raka, Ed and Banzai mysteriously get transformed and the only way for them to survive is help from Timon but they see he has gone through a dangerous transformation. (rated T but rating may change to M in some places
1. Chapter 1 no happy ending

Authors note: image by Impano from Devian Art

Simba walked up the Priderocks promontory and roared at the tip fullfilling his place as the rightfull king of the Pridelands. Timon and Pumbaa smiled along with Uncle Max and Timon's mother Nina at the king.

"Thats our boy" Pumbaa smiled

"Yes it is" Timon smiled, Then Nina turned to her son.

"You really came along way" Nina said "Did you find what you were looking for?" she asked

"Well I found something but it wasn't exactly home I imagined" Timon spoke then grabbed her hand "Let's go home, Ma" he said. Awhile later Ninas mouth hung opened at the jungle oasis.

"Welcome to our new home" Timon spoke

"I got to hand it to you" Uncle Max smiled "This place has everything" he said.

"Well now that were all here it does" Timon smirked "Come on let's go home" he said.

"Nothing bad can happen now" he said, Timon couldn't have been more wrong.

* * *

Five years after the defeat of Scar and Simba reclaimed the thrown, the hyenas went back to the elephant graveyard. The hyenas were sulking about how Scar betrade them, but no one was in a terrible mood than Shenzi, Banzai, Ed and Shenzi's mother Raka who almost looked like Shenzi but bigger.

"How could Scar do that to us?" Banzai fumed

"Maybe thats because the only thing he wanted was to be king" Shenzi growled

"Well at least Simba is a better king" Raka spoke while Ed just laughed

"Amend to that" Shenzi replied

"But why was there a three meerkats and a warhog there?" Banzai asked, Then Shenzi started to have flashbacks from that, where the redheaded meerkat tricked an army of hyenas into a trap and helped Simba reclaim his thrown.

"Possibly his friends, pal" Raka answered "But there was one meerkat who did what no meerkat would dare, run at them to get into a hole and sending them down a hole" she said.

"Not to mention that same meerkat insulted us" Banzai growled "No meerkat had the stomach to do that" he said.

"Yeah he has balls I'll give him that" Shenzi replied "What was his name?" she said

"Well don't look at me" Banzai muttered

Then a female hyena walked up to them "Are you talking about that meerkat, that insulted us and took us on?" she asked.

"Maybe" They answered

"The meerkat's name is Timon Berkowitz" she said before walking off.

"Yeah that's the one" Raka said "Wait I wonder if he was related to Buzz and Nina Berkowitz?" she wondered.

"You know them?" Shenzi asked looking surprise

"Yeah they were nice couple" Raka spoke "The mother is still around but the father is not, I saw a hyena eat him, I almost felt sorry for them, almost" she said.

"Well let's turn in" Banzai spoke walking into a chasme filled with a pale green light to get some sleep, The others followed after a minute and fell asleep as while.

* * *

It had been five years since Simba's reclaim alot had changed, the skinny meerkat known as Timon was gone replaced by a meerkat, who now had medium sized muscles, maybe not as big as Pimon's but big enough to know he was way past the skinny line and now was a head taller than any meerkat, Timon since that tragic day Timon trained hours on end, he learned how to fight and become a warrior and how to survive, so one day he will take the one down, the one who had brought a group of rogue weasels in his home and the one who murdered Nina, Uncle Max and his worthog friend pumbaa and eliminated his whole clan.

Timon was at the pit of shame looking at the graves he dug and thanked the kings that he didn't brake the holes and he filled the holes with his clan, mother and his Uncle Max and Pumbaa, he looked at the graves almost emotionless, His body didn't just change, also his personality, he went to a warm and soft meerkat to a cold and hardened meerkat, he also learned to hide his emotions. He looked at the stones with a stony expression as the memory attacked his mind.

 _"Please leave us alone"_

 _"Don't kill me!"_

 _"No No Noooo!"_

Timon heard the voices begging to be spared, but it didn't happen the rogues attack were merciless and killed without reason.

"Don't worry guys, I will make them pay for this" Timon spoke in a low voice at the graves that held his clan and Pumbaa, then turned to where he buried Nina and Uncle Max "I'm sorry I wasn't strong to save you guys but I promise, I won't fail again" he vowed.

"You two meant the most to me and I will not forgive the ones who did this" Timon growled "You will pay for this Pimon!" he spoke louder "Heaven and Hell will not hide you from my wrath" he snarled.

"If I ever see you, that day or night will be your last" Timon threatened as he bared his teeth slightly. Then he whistled for a ride for home, a Pronghorn came and gave him a ride home.

Back with the hyenas, one hyena woke Shenzi up, the hyena needed to show her something.

"What is it?" Shenzi growled.

"Look out in the distance" He said. Shenzi looked and saw a Pronghorn thirty feet away

"It's a pronghorn" Shenzi grumbled.

"No there was a meerkat riding it" then hyena told her, at first Shenzi thought he was going mad but Banzai walked up.

"It's true there was a meerkat riding it, probably the most meatest meerkat I have ever seen" Banzai defended.

"A meerkat riding a pronghorn thats a new one" Shenzi admitted "Well let's go back to sleep" she yawned.

"I agree" Banzai agreed before walking with Shenzi and went back to sleep.

* * *

Timon arrived back to his home and he meditated to clear his mind and got into his nest and went to sleep, after saying a few words.

"Farewell guys" Timon spoke, he looked at a space in the trees to look at the stars were his Nina and Max are now are.

"Take care of them, pops" Timon spoke.

Up in the heavens, Buzz Berkowitz looked down at his son, then at his Mate and brother, then back at his son "I will Timon" he vowed.

"Be strong Timon" Nina smiled "I will miss you" she said

"Remember the point between rage and serenity and the line between revenge and justice" Max spoke next.


	2. Chapter 2 the plot

A week later while the outsider leader named Zira was ploting revenge.

"Those savages will pay for what they did to Scar" Zira hissed, then she turned to the other outsiders.

"You know what must be down with Simba and those backstabbers" she spoke.

"Yeah we must find their home, which Scar had told us" an outsider spoke

"And what are we going to do?" Zira demanded

"Destroy them!" they all roared as one

"Good answer" Zira smirked evily "Nuka!" she called

"Ye-yes mother?" Nuka asked

"Take care of those two while were gone" Zira pointed at two cubs behind him.

"Yes mother" Nuka replied

"Now let's go" Zira spoke taking the lead with the other outsiders following.

* * *

Hours later at the elephant graveyard. Shenzi woke up, she yawned and stretched, woke up Raka, Banzai and Ed to go with her to get breakfest, Shenzi started to think about that battle. Where did one meerkat summon that much courage and charge right at them, was the question on her mind, that meerkat was either brave or stupid but Shenzi thought maybe he was both, Shenzi was broken from her thoughts when she tripped over a root.

"Oof" Shenzi grunted

"You okay?" Banzai chuckled

"Yeah fine" Shenzi grumbled "Let's just get something to eat, I'm starving" she said. Awhile later they saw a wildbeest, then they all went low and stalked it when they got to it they pounced it, then they chased it to a corner.

"Where are you going?" Shenzi demanded. Then with that they jumped on it, the poor thing didn't have a chance, after the four gobbled the wildebeest up they walked back to their home.

* * *

Up in the skies, Mufasa looked down at the Meerkat who had changed either for the greater good or bad with concern, then he looked at Timon's mother.

"Do you think you son will handle it?" Mufasa asked her

"What do you mean?" Uncle Max said walking over

"Being responsible for your deaths" Mufasa asked

"It wasn't his fault" Nina said

"I know but he looks like he went through a metamorphosis" Mufasa told them "I don't know if it will be a good or a bad thing" he said, Looking at Simba's friend with concern.

"How bad can it be?" Uncle Max asked "Besides I want to see Pimon get's whats coming to him" he said

"If I was still alive I would kick him right in the-" Max Started

"Ah ah, watch it your in holy lands" Mufasa warned him

"Oh sorry" Max apologized.

"Be carefull, Timon don't let the darkness control you" Mufasa prayed


	3. Chapter 3 tragic day

An hour later Shenzi, Banzai, Ed and Raka were walking back from their breakfest. Then they heard someone coming and hid, they picked through the tall grass they were hiding in and saw a bunch of outsiders run by.

"Where are they were going?" Banzai asked

"No clue" Shenzi anwered

"Oh for the love of, there heading from the elephant graveyard!" Raka snapped, then fearing the worse for the clan they ran towards the graveyard. The wise monkey named Rafiki had seen what happened to the clan and it wasn't pretty, he closed his eyes with sorrow.

"Oh Mufasa I can only hope you have a solution" Rafiki spoke before disappearing.

Shenzi, Banzai, Ed and Raka were running to the elephant graveyard as fast as they could go, they got closer and the four could smell blood.

"Is that what I think it is?" Banzai asked with alarm

"Yeah it's blood" Raka answered, Then as they got closer it was deathly quiet.

"Hello?" Banzai called.

"Banzai we don't say hello" Raka told him

"Oh right" Banzai replied "Show yourselves!" he barked.

"I give the orders not you" Shenzi glared at him "Hey!, show yourselves!" she barked, no one replied.

"I've got a bad feeling about this" Raka spoke.

"Me to, it's too quiet" Banzai replied, then the smell of blood was closer. Then Banzai got impatient and ran ahead and slid to a stop, at what was in front of the chasme.

"Hey Banzai, wait up!" Raka called then she looked at Banzai whom's face looked like he saw a ghost "What's your problem?" she demanded, then she looked to where he was looking at and saw something that made her screech to a sudden stop.

Shenzi was looking to the side but she got stopped, as she ran head first into Raka's backside "Whoops" she said "What is it mom?" she asked but her mother didn't answer she just stood there like Banzai was, then Shenzi looked and something that made her heart stop for a minute along with Ed's who saw what everyone was stareing at. What they saw was a terrible scene, all the hyena's in their clan were dead, blood was pouring out from deep wounds, and scars, there was bite marks on their body's and neck's.

Shenzi walked to her clan that was now dead and nealt to one of her friends and felt for a pulse but didn't find any.

"Who could've done this" Shenzi asked shaken up.

"It was those viscious outsiders" Raka snarled, then a lone outsider walked out from the chasme who must of stayed and all she saw was red "Who was behind this!?" she yelled at the outsider.

"I'll die before I tell" The outsider replied before charging.

"That can be arranged" Raka hissed before running at her the outsider took a swipe, but Raka ducked and struck the outsider in the face with a frontpaw as hard as she could the outsider's head snapped to the side, she then turned and lashed out with a hindpaw and smashed the outsider in the face and grabbed the outsider slamming her on the ground, then pinned her and bit into her throat hard, the fetal bite killed the outsider in seconds. Raka a stood back up shaken from the rage that still burned, there was a reason why a lot of animals feared Raka because she was the only hyena who could take down a lioness by herself.

"We have to leave" Shenzi spoke "After we bury them" she said.

"How?, we can't dig" Banzai snapped.

"We can help" said a familer voice, they turned and saw the king of the Pridelands with a few lioness and Raka almost snapped again.

"Oh hi king" Banzai spoke while Ed just laughed with his tongue hanging out.

Then Simba and the lioness started digging, they dug a deep hole, they helped Shenzi, Raka, Banzai and Ed put all the dead hyenas in it, the covered the hole up and placed a big stone on it.

"Sorry for your lose" Simba told them.

"It's okay" Shenzi said.

"Outsiders went into our territory and killing is not okay" Simba said "I'll be on alert for these outsiders and make sure their dealt with" he said.

"Okay" They replied.

Up in the sky Mufasa was looking down "It's a awful what those outsiders did, Maybe Timon and them can help each other" he said.

"How?, he's a meerkat and their hyenas" Uncle Max spoke.

"That answer will come by tomorrow" Mufasa answered as he blew a pint mist which engolfed the hyenas, they sneezed.

"Achoo!" came from the hyena's mouths

"Where did that come from?" Banzai asked

"Haven't the foggest Idea" Shenzi replied, then Shenzi suddenly felt tired and light headed "I'm going to try to sleep I'm tired" she said before falling over.

"Yeah I'm starting to get sleepy" Raka spoke next before falling over next followed by Banzai, lastly Ed who gave a weak chuckle and fell to sleep.

* * *

That night Rafiki was in his tree, in deep concentration trying to clear his mind from the shock and horror what he saw earlier, He opened his eyes and spoke.

"What are we going to do?" Rafiki asked "Now those three hyenas are the only survivers" he said as he painted the remaining hyenas on his tree.

"And the darkness in this meerkat named Timon is growing" Rafiki spoke as he drew a picture of a meerkat "Things are not good down here" he said, Then a wind blew through the tree.

"You have a plan?" Rafiki asked then a coconut fell and split in two "What?, you have a plan?" he said. Then held the two halfs in front of the pictures and brought them togather.

"The hyenas and the meerkat togather" Rafiki said getting it "This is the plan?" he said.

"Are you crazy this will never work mufasa you been up there to long your mind is on vacation!" Rafiki exclaimed, then the wind blew harder blowing the monkeys hair, blowing it.

"Okay Okay, alright okay!" Rafiki cried "I don't think this will work but I trust your judgement" he said.


	4. Chapter 4 the change and help

The sun came the next morning, the sun was beating in Shenzi's eyes she raised a paw to block it but, she snapped fully awake to see that her paw was now a hand, she got up to descover that the world was small, she looked a small pond to see her reflection.

Shenzi fell backwards in shock for what she saw, Shenzi had turned into a meerkat, she still had the same light gray and black fur and her bangs were still there but her whole head was covered with more hair and her main was now a part of her hair, her hair now rested between her shoulderblades, and she still had yellow eyes with black pupils but she was a meerkat, she looked at her tail, it was exactly as long as a meerkats tail should be, just gray all the way to a inch or two of a black tip.

"What the hell?" Shenzi asked, then she looked at her mother and two friends and held in her laughter because Raka, Banzai, and Ed were now meerkats to.

"Hey wake up!" Shenzi hollard, her mother and friends looked at her and saw a meerkat, they got up to eat it but stopped when they noticed the world was now larger.

"Um did we shrink or something" Banzai asked "And why does that meerkat sound like Shenzi?" he asked pointing a paw, no finger at Shenzi.

"I am Shenzi dipstick!" Shenzi snapped "You should see yourselves" she said smirked. The three looked and gasped for they were to meerkat's with Shenzi's colors, but Banzai had more hair and still had his bushy eyebrows, Ed had no hair at all but still had his tongue hanging out and laughter, and Raka looked like Shenzi but bigger and longer hair, Raka's hair reached her midback.

"What. the. hell. happened. to. us?" Raka and Banzai asked with shock, Ed was looking like nothing happened.

"Your now diguised" a voice rang out, then turned and saw the mysterious monkey Rafiki.

"What did you do to us?" Raka demanded harshly.

"Wasn't me it was me whom did this, Mufasa is whom did this to you to hide from outsiders" Rafiki spoke simply.

"He did this to help us?" Shenzi said

"Yes my dear hyena" Rafiki replied

"Well tell him I thank him for that" Banzai grumbled.

"I will indeed" Rafiki replied. Then Rafiki waved his hands in a circle and a mist formed around them.

"What are you doing?" Shenzi asked threatened by the mist.

"A teleportation spell to get you close to a safe place" Rafiki spoke.

"Where is that?" Raka asked.

"a peacefull jungle where this one meerkat lives, he can help" Rafiki responded.

"What kind of meerkat lives in a jungle?" Raka asked.

"You have to see for yourself, but bewere of this meerkat's transformation" Rafiki warned them.

"I think we can handle a meerkat" Shenzi scoffed.

"That's what you think" Rafiki replied be snapping his fingers and sending them off.

* * *

Near the jungle a mist appeared and Shenzi, Raka, Ed and Banzai fell out of it. They landed on each other, groaning they got up and saw a jungle five feet away from them, and walked closer.

"This must be it" Shenzi spoke.

"Yup" Raka answered. Then they heard a snapping sound of a stick and they tensed up.

"Whos there?" Raka asked. Then a figure stepped from behind a tree but stayed in the shadows, they could tell it was a meerkat "Um are you a meerkat?" she asked.

"No I'm a water buffalo that stands on two hoofs, of course I'm a meerkat" Spoke a familiar voice sarcastically, but it was a tad deeper.

 _"That voice sounds familar, but deeper"_ Shenzi thought to herself "Um A monkey said you can help us" she said.

"Are you refering to that crazy monkey that carry's a stick?" It asked.

"Yeah that one, he sended us here" Raka spoke "Um who are you?" she asked.

"Dont tell me you forgot my name" The voice spoke, then it walked slowly from the shadows, to reveal a meerkat they hadn't seen in years, Timon. The the hyenas that are now meerkat's closed their eyes to see if it was really Timon, it was. Any trace of the skinny meerkat was gone replaced by a meerkat with good sized muscles not really big but very visible, Timon's arms had well developed muscles, a chiseled chest and a firm and idenified six pack, and well sized muscles in his legs and his neck was a bit thicker aswhile, he also was a head taller than anymeerkat they've seen or eaten. But what also this new Timon had was three scars down the rightside of his eye, and a long scar going from his cheek to his chin on his leftside.

"Because I haven't forgotten yours" Timon spoke as he had a hard and calculating look in his eyes. Then it realized to Shenzi and Banzai, Timon's body wasn't the only thing that changed but his demeanor aswhile, The warm and gentle brown eyes he had, now had a cold and harsh look in them and a stony expression on his face _"That's new"_ Shenzi thought.

"Um Hi I'm Shelia" Shenzi forced herself not stare at his tight stomach "Me an-" she started.

"Cut the crap" Timon interrupted sternly.

"Excuse me?" Shenzi glared at him.

"I know who you are, all four of you" Timon told them.

"Let her finish pal" Raka hissed "Were meerkat's from" she started.

"Do you take me for a fool lady?" Timon questioned as he walked closer making them back up a little "I know your not really meerkats" he said.

"Are you blind?, were standing right in front of you" Shenzi snapped.

"True" Timon replied with steel in his voice "But I know for a fact that there are no meerkat's with those color patterns or have yellow eyes" he said as he scanned them, then looked back at Shenzi, who flinched at his gaze.

"Are there Shenzi Marie Predatorra Veldetta Jackalina Hyena?" Timon asked making them gasp "Maybe you could've fooled me years ago, but I know those bangs anywhere" he told her.

Then Timon turned to Banzai "And the one with the bushy eyebrows is Banzai" he said making Banzai's mouth fall open.

"And goofy there is Ed" Timon spoke making Ed laugh his usual crazy laugh, Then turned to Raka who didn't flinch like the others when his harsh calculating eyes turned to her.

"And you most be Shenzi's mother, Raka I assume" Timon told her, who shook her head yes.

"So how did you get those scars?" Banzai asked, making Shenzi look sharply at him and then Timon glared at him.

"Let's just say things were a little rough for the past years" Timon spoke, with a bit of anger in his words "and no I don't want to talk about it" he told them.

"Fine" Shenzi answered. Then Timon looked at them and a part of him was still on alert, for why they were here?.

"How do I know you guys are not finding where I live and turn back and eat me?" Timon questioned.

"Were not, we were turned into meerkats by Mufasa and Rafiki dropped us of here" Raka explained.

"He says you can help us" Shenzi spoke up.

"Why should I help or even trust you four, all you ever did was try to eat and my clan" Timon questioned harshly.

"I give you my word were not here for looking for trouble" Shenzi told Timon "The monkey said this was the saftest place" she said.

"Which my question, why are you here?" Banzai asked.

"I live here" Timon answered.

"So your the meerkat that monkey went on about?" Shenzi getting it.

"And why does the big bad four hyenas need safty, trouble at your own home?" Timon asked folding his arms across his chest. Then Raka walked up to him and clamped a hand around Timon's throat who didn't even flinch.

"And I qoute "I don't want to talk about it"" Raka hissed, too bad Raka still didn't know that this wasn't the same Timon years ago, Timon just chuckled but there wasn't any humour to it, Timon looked at Raka's hand around his thoat, then looked into her eyes with a cold look in them and grabbed the hand by the fingers and peeled them away from his throat and the next thing Raka saw was Timon place another hand on her wrist and turned and the ground came rushing up to meet her and she landed on the ground, hard.

"Oof" Raka grunted, the former hyenas looked at this in shock, normally Timon would've caved with someone like Raka but Timon didn't flinch, not even a little, then flipped her on the ground with hardly any effort.

"Let me be plain, I'm not the the same meerkat you've tried to eat before" Timon hissed at her "and your no longer a hyena so, Don't screw with me" he said to her. Then Timon turned to the others making them flinch "That goes for you three aswhile" Timon hissed.

With that Timon turned back around and walked away, but then a small part of his old self came forth.

"Come with me" Timon sighed.

"Pardon?" They asked.

"I said come in, you four stay out here, you'll be buzzard food" Timon told them. The meerkats followed Timon into the jungle.

"That was new wasn't expacting that from him, he usualy runs or cringes" Banzai whispered.

"Yeah he definitely changed over the years, the old Timon is gone and replaced by a hardened version" Shenzi whispered back.

"Yeah something bad must've happened to him, to make him change this much" Raka muttered. Then they all walked in silence, Timon was a safe five feet from them leading the through the jungle.

"So Timon?" Shenzi spoke.

"What is it?" Timon spoke gravely.

"So what happened to you?" Shenzi asked

"What do you mean?" Timon replied.

"What she means is your drastic change" Banzai spoke up.

"Let's just alot has happened" Timon replied.

"Where is your smelly warthog friend" Raka sneered. Timon stopped and turned around, then just waved her off, and turned back around and continued.

"Hey!, I'm talking to you!" Raka growled.

"Well I'm not talking to you" Timon replied with steel in his voice "Now leave me alone" he said.

"Mom leave it" Shenzi told her.

"Incase if you hadn't realize who your talking to" Raka said ignoring her "But I'm"

"Raka hyena, Shenzi's mother and famed for killing lionesses" Timon spoke.

"Then you should be shaken with fear" Raka told him "Because I can tear you apart in a blink" she said, Then Timon stopped but didn't turn around.

"Raka incase you have forgot, the last time you laid a hand on me, you found yourself on the ground" Timon spoke "And why I don't shake in fear, because you don't scare me anymore" he said.

"If you were talking to the old Timon, he would've caved but the old Timon is dead" Timon said "And he is not coming back, so this is your last warning" he spoke turning back with a serious look in his eyes.

"Back off" Timon spat, Then he turned back around and walked forward.

Raka snarled and ran at him with sharp claws form a hand and swung but Timon just ducked and slammed a rearkick into her stomach, making her stumble back. Then Timon put his a hand two inches from his face and one closed and against his chin, there was a deadly look in his eyes. Raka just charged for and swung but Timon just blocked her punch grabbed her wrist and twisted around, he slammed Raka on the ground and backed up a foot, Raka scrambled to her feet and tried to kick him but Timon just caught her foot in his hand like it was nothing and snapped around on the ball of his foot and slammed a right sidekick to her side, then he lashed out with the same foot and he knocked balancing foot and whipping around, with a little spinning he tossed her like a ragdoll to the side.

Then Shenzi and Banzai stepped closer to help Raka "Hey!, no one tosses my mother around and gets away with it!" Shenzi snarled as she swung at his face but Timon just tilted his head to the side, evading her punch, then stepping back as she swung again he caught her fist and he whipped around and flipped her on the ground and a warning surged inside him, For it was Banzai who tried to attack when he was turned but Timon crouched and bringing up a foot which slammed into Banzai's chest sending him on the ground, Timon jumped up and to the side when Shenzi tried to kick his legs out.

Raka came running at him, Timon just stepped to the side and clotheslined her, sending her crashing on the ground, Timon grabbed her by her chest and threw her into Shenzi and Banzai sending all three to the ground dazed, then Ed came out finally but Timon just let him run into a foot to the stomach, sending him on the ground holding his stomach.

"And that goes for you three aswhile, don't fuck with me!" Timon snarled at them before walking away "Your lucky I held back" Timon muttered to himself.

When Timon was gone, the the former hyenas got back up, wondering what the hell just happened.

"Well thats new aswhile, he usual isn't violent" Banzai shocked "He's usually gentle" he said.

"Let's just face it, That isn't the same Timon weve tried to eaten" Shenzi said, then Timon just jumped out of a tree and landing on the ground infront of them, making them fall on the backsides with shock.

"No shit, what was your first clue" Timon hissed at her, Then he crouched and jumped on to a high brach ten feet from him and then, jumped and swung on vines away from them.

"Well did not see that coming either, him jumping out of a tree and scareing us" Banzai whispered.

"To qoute him "No shit"" Shenzi snipped back at him "And mom, don't fuck with him again" she said.

"Fine but if he gets out of line, he's dead" Raka growled.

"Fine" Shenzi replied.

* * *

Up in the skies Mufasa, Nina, and Ed watched the whole scene from in the heavens (I'm just calling the realm of kings and queens heaven).

"That should teach them something" Uncle Max spoke seeing his nephew fight against the former hyenas like they were nothing.

"Maybe not at first" Mufasa told him.

"True, their stupid" Uncle Max replied.

"Name calling is not promitted here either, Max" Nina told him, reading a book of rules to follow in the realm of kings and queens.

"Thank you Nina" Mufasa responded.


	5. Chapter 5 discovery

Timon was sitting on a stump clearing his mind from his confrontation with the former hyenas, Timon knew they had it coming, these were the same four that have tried to eat him before.

"Nerve of those hyenas, No meerkats, to mention pumbaa in that way" Timon grumbled "Their lucky I didn't hurt them more, than I did" he muttered

"And I'm not apologizing for it either" Timon spoke "I need something to hit, I'm still angry enough to hurt somebody" he said, as if granting his wish. A black bird with a red spot flew through the trees, screaming.

"Ferrets, rogue ferrets coming you must hide!" The bird cried out.

Then Timon smirked "Perfect" he said "Hey bird!" Timon yelled.

"What!?" The bird yelled back.

"Where are the rogues going and how many are there?" Timon asked, keeping his voice calm _"Time to see what rogues can handle from me now"_ he thought.

"Their heading for those new meerkats and there eight of them and their fighters" The bird answered.

Timon's smirk widened before he ran to where the bird pointed.

* * *

Shenzi, Banzai, Ed and Raka were walking through the jungle, trying to find Timon, to surprisingly to apologize for getting off on the wrong foot.

Then Banzai saw a bush move, Then Banzai went over to it "Timon?" he asked, then a fist met his face sending him back, Banzai scrambled to his feet to the others.

"Okay were sorry, But was punching me necessary?" Banzai demanded, then eight well toned ferrets came out of the bush.

"I'm not Timon" The one who punched Banzai spoke "Now a friend of ours is looking for Timon, out in the other lands do you know where he is?" he asked, Then Timon decided to make his appearence know, who was hiding in the tree. Timon jumped from the tree and swung down on a vine at the rogue ferret, who hit Banzai and slammed his feet against the ferrets chest, sending him flying back three feet.

"Looking for me?" Timon asked menacingly.

"How dare you attack me, Kill Him!" The ferret barked and the ferrets ran at Timon, who stood there looking at them approaching and Timon narrowed his eyes, he closed his fists cracking them and opening them again. Timon knew these guys were fighters so he could cut loose a little, Timon sidestepped a punch to the face and kneed the rogue in the stomach making the ferret gasp in pain, then slammed the same knee into his face breaking the ferrets nose aswhile as making his head shoot up, Timon not wasting time he jumped to another and grabbed a ferrets arm when he tried to punch him and pulled the rogue to the side by his arm he grabbed and off balanced, Timon chopped the rogue on his neck with a opened hand, the rogue collapsed on the ground stunned, then Timon looked to the right and ducked avoiding a righthook, and slammed his fist into the rogue's stomach the force behind Timon's punch made the rogue fly back four feet on the ground and holding his stomach, Timon rushed at the rogue while he was sitting up and slammed the rogue to the ground, out from the fight with a sharp frontkick to the face, Timon slid to the right and launched another rogue with a thrusting sidekick to the stomach the rogue slammed the back of his head against a rock, out from the fight, Then Timon caught a roundhouse under his armpit and he slammed his free elbow on to the rogues upperleg, then lashed out with a stumpkick to the ferrets knee that was balancing, there was a horrible cracking sound and the knee bent inwards, the rogue fell to the ground screaming with agonzing pain.

Timon turned and blocked another kick followed by a punch, Then Timon ducked another punch and slammed a low roundhouse to the inside of the rogues knee, Then Timon slammed a hard leftjab to the ferrets ribs, then Timon slammed three rapid right uppercuts to the the rogues rightside ribs followed by a uppercut to his lower stomach making the ferret double over with pain and then Timon grabbed the rogue by the fur on his back and whipped around, throwing the rogue against a tree, hard knocking the rogue out. Timon turned again and slammed a fast snapping frontkick to the rogue's chest, making him cough, then Timon punched the ferret in the nose, with a rightjab, breaking his nose then snapped the rogue's head to the left with a righthook to the jaw, then punched the rogue to the ground with a lefthook to the side of his mouth sending a splatter of blood to come out of the ferrets mouth. Then Timon caught an arm with both hands, then jerked the arm to the side and releasing a hand he slammed a hammerfist on the rogues shoulder, poping the arm out it's socket as while out from the fight, then spun to the front and slammed and elbow strike to the rogues ribs and wrapped an arm around the back of his head and jerking forward Timon flipping the rogue over his shoulder and slammed him on the ground, then lashed out with a harsh righthook to the head, knocking the rogue out.

Timon turned to the last three "That all you punks got?" he asked with a dangerous gleam in his eyes. The last three charged at once, Timon blocked a punch an forearm block, then blocked a kick by throwing a low roundhouse which which the rogue was aiming for, then stepped back to avoide a punch aiming for his face, he slammed a fast and well aimed jab to the bridge of a rogues nose breaking it, blood fell from it's now broken nose Timon then slammed a spinning rearkick to anothers side sending the rogue stumbling back three feet, He jumped and slammed a jumping knee into the rogue with the broken nose's chest making the ferret gasping for air, then struck a major nerve in the rogue's neck, the rogue went limp then Timon grabbed him by the both sides of his face then turning he threw the rogue to the side. Timon spun and jumped and knocked a rogue out cold with a heelkick to the side of his face, Then violently clotheslined the third sending him crashing to the ground, then knocked the rogue out with a roundhouse to the temple, Timon walked up to the last one who was still conscious and picked him up.

"Who the hell sent you!?" Timon demanded forcefully, then one got up and walked up to them quickly, Timon dropped the rogue he had on the ground. Timon blocked his strike efortlessly, then grabbed the rogue by the throat, picking him up off the ground and pinned him against a tree.

"I'll start with you" Timon snarled as he increase his pressure around the rogue's throat, Timon's grip made the rogue's face turn lighter from the lack of oxygen, then losened his grip but kept it firm so the rogue could talk.

"I'm not saying anything jackass" The rogue ferret barked back. Timon grabbed the ferret's neck with his free hand and to the former hyena's shock, to know that Timon really did change, Timon twisted and there was a horrible snapping sound and the rogue went limp.

"Wrong answer Jackass" Timon hissed, Then Timon walked to the shocked ferret's who had come around again and helped the other up and grabbed him the leader again.

"Same question" Timon snarled.

"A meerkat sended us to kill you" The ferret answered.

"A meerkat, what meerkat?" Timon asked.

"The muscled bond meatsack, he saysand I'm quoting him "He isn't that tough so finish my job but boy was he wrong" The ferret replied shaken in fear from this Timon standing in front of him. Raka, Banzai, Ed, and Raka saw Timon's expression grow darker.

"Who is the name of this meerkat and Don't lie" Timon snarled at the last word baring his teeth, even though he knew what the ferret was talking about.

"Pimon" The ferret spoke with fear, Timon drew his claws on a hand and held them closer to his face.

"Are you sure?" Timon said threateningly

"Yes, I swear" The ferret cried, Timon growled and dropped him.

"Get out of here" Timon growled the rogues didn't need to be told twice "Wait!?" Timon barked they turned afraid he changed his mind and wanted to finish them off.

"Yes" the leader cringed.

"Tell Pimon" Timon spat at the name with hate "To stop sending others after me and don't any of you guys come after me again" he said.

"Or this will be your fate" Timon hissed pointing at the dead rogue ferret "Understand?" he demanded, they shook their heads yes before taking off at top speed. Timon looked at the former hyenas, he softened his gaze.

"I'm sorry for giving you a chilly welcome when you first arrived" Timon gravely spoke to them. The hyena's looked him in shock they wanted to apologize, Timon just beat them to the punch.

"I think we should apologize" Shenzi told him.

"Then I forgive you" Timon replied "And if you want my trust you must earn it" he told them firmly.

"How can we?" Banzai demanded.

"Why are you here?" Timon replied sternly.

"Okay we will tell" Shenzi said "But Not here" she added quickly.

"Okay let me take you to where I stay" Timon told her waving them along they followed.


	6. Chapter 6 secret discovered

Timon took Shenzi, Banzai, Ed and Raka to the area he stayed at, Timon explained to them that they cold star gaze when the skies are crystal clear, he showed them his eating station which had a stone for sitting on and a firepit, then he showed his training ground which was filled with punching bags, striking poles and workout equipment made out of rocks and thin sturdy poles and sturdy vines, but also always be alert because there is sometimes dangers in the jungle.

"So this is the area's I go when I want" Timon told them.

"Wow you've been busy" Shenzi spoke.

"Don't remind me" Timon grumbled.

"So why did those ferrets come after you?" Banzai asked.

"Like I said, This last years were rough" Timon replied darkly.

"I see" Shenzi said, But there was thoughts swerling around in the four hyena's minds _"What happened to him to change him this much, all the fighting and killing that one ferret, wasn't expecting that from him"_ they thought at once.

"You guys must be hungry" Timon said.

"Yes" They answered. Then without a word, Timon walked up to a big stone, and he tilted it over, and reached down and pulled out a big hunk of meat. Timon gathered some wood from a pile and started a fire laid the meat in front of the hyenas, then Timon walked back, to his hole and pulled out another big hunk of meat smaller then their's but big enough for two hyenas, then hung it over the fire which was on a stick. After awhile the meat was done, The hyena dug in consuming it in seconds, then turned to Timon who looked at them.

"You four really were hungry" Timon mused, before sitting on a rock and taking a bite out of his, sending shock into the hyenas, for meerkat's were insectivores not flesh eaters. Then Timon ate his up, then wiped his mouth off. Then walked back and covered the hole back with the stone.

"He eats meat too, is he part hyena?" Shenzi whispered to her mom and friends.

"No, but I am a bit carnvorous" Timon replied sharply, a little insulted that they thought he was half hyena.

"Sorry" Shenzi responded.

* * *

After awhile it was close to nightfall, when Timon disappeared for five hours, Shenzi and Banzai were trying to find him.

"Where did he sneak off to?" Banzai asked. Then they neared his training ground and heard grunting, they want to see what it was, Banzai looked first.

"Oh there he is" Banzai spoke "Man he can really push it" he said. Shenzi looked and held her breath, when he saw Timon doing pullups, the muscles in his arms and back were bulging and he was sweating heavily, she looked to the left and saw his rock presses seemed to be used.

"40,41,42,43,44,45" Timon grunted, then he dropped down from the pullup bar and walked up to the leafbag, then picked up and wrapped some vines and wrapped them around his fists, then got into a fighting stance and started throwing punches at the bag, the grass inside the bag buckled and dented from the hits.

"1,2" Timon counted with each jab and cross "1,2" he counted again.

"1,2,3, 1" Timon counted with a jab and two crosses and a jab "1,2,3,1" he counted, then Timon started to pick up speed.

"1,2,3,4,1,2" Timon grunted with jabs, crosses, and uppercut, a jab and cross. Then after an hour he stopped, he was breathing heavy. Then Timon walked to a basket of cool water and dumped on himself, cooling himself off and dried himself off. Timon turned and saw Shenzi and Banzai standing there.

"Oh hello" Timon spoke gravely.

"Hi" They answered.

Then Timon walked off, to do some stargazing.

I was dark and the hyenas went to sleep but Timon was walking around in the cool darkness. Timon walked up to a path that led to a top of a mountain, he stood on the top, he could feel his mind clearing, from the memory of his dead clan.

"I wish I could feel like this more often" Timon signed "But one meerkat took that from me, but this time if I see him again, he will fall not me" he hissed. Then Timon walked down the path back down and went to his own nest, to find Shenzi sleeping in it.

Timon smirked slightly, Then Timon just curled up next to the nest and fell to sleep.

* * *

Later that night, in a different place. Them meerkat name Pimon was waiting for the ferrets to come back he sent out hours, then they finally showed up, he looked at them they looked banged up and one was missing.

"Where have you been?" Pimon demanded "And what happened to you?" he asked.

"That meerkat you said who would be easy to finish, is not" The leader spoke angrily

"Well he was, easily defeated that day when I destroyed the clan with the weasels" Pimon insisted.

"That was five years ago, you dumbass!" The leader snapped "He has changed drasticly" he said slightly shaken seeing Timon beating down his fighters like they were trainies and his wrathful eyes boring holes in his eyes in his memory.

"Don't tell me your scared of that runt" Pimon rolled his eyes.

"Not a runt anymore" The leader replied "He's almost as big as you and just as tall now" he said "He did this to us and were fighters and we didn't even lay a hit on him" he raged at Pimon.

"He killed one of my finist" He continued "He snapped his neck with no hesitation" he said.

"Maybe my second can report this mission, i'll send ten rogue weasels and four new rogue ferrets" Pimon said still not believing. Then at the word second another meerkat came out of the shadows, It was.

"Swifty?" The ferret spoke with disbelif.

"Swifty watch this next mission and report" Pimon ordered.

"Yes sir" Swifty answered before walking off, The ferret looked at Pimon with shock.

"I thought he was killed to" He said.

"It was only pretend for Swifty, but real for the others" Pimon smirked.

"I see" He answered the ferret shook his head with pity, knowing Pimon pissed off the wrong meerkat _"Foolish Meerkat you have no idea what you've done"_ he thought to himself.

* * *

It was morning the next day.

Shenzi yawned and woke up, then stepped out of the nest and stepped on something, Then she lost her balance when it moved and fell on top of it, then she sat up and found that she was actually on.

She looked and saw "Timon?" she spoke as he looked sharply at her, as she sat on his midsection.

"Jeez watch where you step" Timon said firmly, then pushed her off of him.

"Well watch where you sleep" Shenzi shot back "If you don't want someone to step on you" she said.

"This is actually my nest" Timon replied.

"Oh sorry I didn't Know" Shenzi said with embarrassment.

"Just becareful next time just look before you step" Timon told her firmly but calm.

"Okay" Shenzi answered, Then Timon walked off with Shenzi running to catch up.

"Hey wait up" Shenzi spoke "So what happened to you yesterday?" she asked.

"What do you mean?" Timon tensely replied.

"You kicked the crap out of those guys" Shenzi responded "But why hurt regular ferrets like that?" she asked.

"Those wern't regular Ferrets, they were rogue fighters" Timon told her.

"Rogues?" Shenzi said shocked knowing that rogues were not to be trifled with and they were fighters "But you kicked their asses, like they were trainies" she told him.

"They weren't as tough as they look" Timon rumbled "Banzai or any of you could've have taken them down" he said.

"No we couldn't, were not fighters" Shenzi insisted.

"You guys just lack the will to act" Timon shot back "I've seen you guys take down animals five times their size" he said.

"When we were hyenas, were not a cold blooded and a hardened warror like you are now!" Shenzi snapped, Timon shot her a glare.

"I'm not cold blooded maybe hardened and different" Timon glared "But I'm not cold blooded" he said.

"Could've fooled me" Shenzi whispered but he could still here.

"Either say what you want to say out loud to my face and if you can't" Timon hissed "Then shut the hell up!" he snarled.

"You could've fooled me" Shenzi said in his face "You snapped that ferrets neck without any shred of mercy" she said, Then Timon's expression darkened.

"If you don't like this me, then that's tough shit because this is real me for now on" Timon growled.

"Is it or is what that Pimon made you become" Shenzi hissed and Timon bared his teeth and clenched his hands into fists mention of the name, as Timon's face twisted and contorted into a mask of hatred, then softened again.

"He tore me down and I just rebuilt myself to the meerkat I need to be to take animals like him down" Timon spoke angrily "And one day If I see him again, I will kill him for what he did, to my clan!" He snarled.

Now Shenzi knew what made him change, Timon seemed to get this.

"Yes!" Timon shouted making her jump "Thats why I've changed he KILLED MY WHOLE CLAN, THAT BASTERD THINK HE TORE ME DOWN BEYOND REPAIR WITH THE PAIN I FELT, BUT IT DIDN'T INSTEAD I PUSHED THE PAIN ASIDE, AND I TURNED MYSELF INTO WARRIOR, **TO GET WHAT I WANT, VENGEANCE!"** he roared, Then Timon breathed in and out to calm down so he didn't do anything drastic, for he was in her face, when she was backed up against a tree, scared.

"And if your so concerned about dangers now, then watch how you talk" Timon hissed "It could get you hurt" he said, then Timon turned and stormed off.

"Tell the others that to" Timon yelled over his shoulder "And don't any of you find me, to get in my face, im not in the mood!" he said.

"Or you guys are going to wish you stayed as hyenas and stayed home!" Timon barked, Shenzi watched him walk off.

"At least I'm still the same" Shenzi grumbled.

* * *

Later Shenzi was talking to her group about her experince with Timon this morning "Whoa, he almost blew up on you for saying the wrong thing" Banzai asked.

"Yeah, It was the first time I felt fear" Shenzi admitted "His eyes were so dark, cold and harsh" she said "Whatever that meerkat did to Timon, I really wish he didn't do it" she spoke.

"Why?" Banzai asked.

"Uh incase you forgot, he snapped that one ferret's neck" Shenzi reminded him.

"Oh yeah" Banzai cringed "I forgot" he said.

"Well at least we're not the ones he is after" Raka sighed.

"Yeah god or kings have mercy on that meerkat because Timon won't" Shenzi said "You think he holds a grudge on us?" she asked, before they could answer.

"I don't know, but his drastic change is still mysterious" Raka said. Then Shenzi saw something hided in a tree hole, she went over to it and it seemed to be book made out of leafs and bark.

"What is that?" Banzai asked.

Shenzi looked at a name written on the front "Timon Berkowitz" she read, opened a page and there was writting in it "It seems to be a story, of his transformation" she said.

"If he won't tell us maybe we should find out" Raka said.

"I agree but won't he be mad if we do" Banzai replied

"Possibly" Shenzi responded, Then they made sure Timon or anyone wasn't around and they got closer and started to read it.

 _"It had been three weeks, since me and Pumbaa brought my clan, no one could be happier""the clan can finally stop worring about predators here, but I should've known by now everything good never lasts forever, because it wasn't a week later when, that traitor Pimon brought dozens of rogue weasels into the osasis and at first when he appeared we all thought he was going to help but instead he did the opposite he helped them wipe us off, but somehow I survived when he threw me unconscious off a water fall"_ Shenzi read softly so no one could hear what they were doing, then paused for a breath.

 _"After I regained my consciousness, I crawled back, because I was actually hurt when I hit the water, then felt something cloud my vision and something on my face I looked into the water and saw three deep slashes down the right side of my eye and one long one going from my cheek to my chin, but I was still alive""I limped back and when I heard no voices I feared the worse, for it was what I feared, my clan was dead, even My buddy Pumbaa didn't have a chance against those rogues""But the one that really got to me, was my mother and Uncle Max, who were barely alive they told me I needed to be strong, I even begged them to stay because I told them "I'm nothing without you" but they refused to let myself down "Yes you are, It's inside of you, you just need to unlock it" they told me, then a short while they died to_ _"It felt like a part of me was ripped out and died with them"_ _. So a week went by after that tragic day, I wasn't the same I felt there was an empty place where something used to be, I just felt numb, but I realized something I had a choice, I could either stay sulking or I could change myself and have another shot but I needed to be ready"_ Banzai read.

 _"For past two and a helf years I trained hours on end, learning new tactics that are necessary for what I need to become, Everyday I built up my strength, each passing year or four months I could feel myself getting stronger and better, each day I tested my limits even when I pulled or strained something and I just kept on going, I became strong, fearless""but my body wasn't the only thing that change but also my demeanor and personality, I went from a warm and soft meerkat to a hardened and cold version of my old self, and stoney and steely demeanor, that really keeps animals at a respectful ten feet thinking I'm going to hurt them but I'm not""But If this is what I needed to become to take down Pimon and those mindless rogues"."When I built my body up to the right of muscle I needed, I taught myself how to fight, how to survive and how to kill""Then I realized something after five years, why I felt numb was because the old me died with my clan, then I created this warrior to replace that old me that everyenemy that I face will fear. But even as I changed I felt Ma and Uncle Max were still with me and I thank the kings for that""This warrior I've turned myself into was thanks to one goal, **REVENGE!** " Raka read the word revenge was bolded._

 _"And as for Pimon If I ever see that bastard again, I will not stop until he is dead and rotting in Hell, and the thing I crave the past five years will be over, and I will finally be freed from this burden"_ Shenzi finished.

"That was quite a story and I thought Simba's was bad" Banzai spoke.

"So Thats why Pumbaa isn't here, he died with Timon's clan" Shenzi said.

"Yeah but It still doesn't make sense to me" Raka said.

"Then allow me to clarify" Timon's voice came from behind them, they instantly stiffened up and turned only to see an angry looking Timon leaning against a tree with his arms crossed across his chest, glaring at them.

"Uh Timon we di-" Shenzi started by couldn't finish for they had been caught redhanded.

"Didn't invade my privacy and looked into my past because thats what looked like to me" Timon replied sternly, pointing at his book in her hands "Or am I going crazy?" he said.

"I guess there is no use to tell you my past now" Timon said.

"Wait you were?" Banzai asked.

"Only when the time was right" Timon answered "Now why don't you tell me yours and why your here, I think that will make it even" he said.

"Okay I will tell you" Shenzi replied, Timon walked closer and say down "When we were hunting a group of outsiders attacked our home and killed our clan, then Mufasa saved us by turning us into meerkats" Shenzi said as she gestured to herself.

"And the monkey teleported us here" Raka spoke up.

"I see" Timon "Sorry for your losses" he said to them.

Then the same bird from yesterday flew by screaming.

"Weasels rogue weasels coming!" He cried, Timon instanly tensed up.

"Please tell me your shitting with me" Timon grumbled, he climbed up the trees all the way to the top and saw indeed rogue weasels and ferrets to coming, Timon climbed down and ran to where the rogues were.

The hyena's ran after him, he skid to a stop just outside the jungle, he glared at the rogue weasels, that were fighters, Timon's blood boiled when he realized that these were some of the same weasels who came and killed his clan and he wasn't going to let these one's to walk away alive.

The weasels skid to a stop when they saw Timon who thought to be dead but evidently not "How are you still alive?" one asked.

"Like it's any of you concern" Timon hissed "You will pay for what you did to my clan" he said.

"You think you have a chance against fourteen of us?" a Ferret asked.

"I don't think, I know I have a chance" Timon growled "No shut up and let's fight" he snarled. Timon didn't even wait for them to react, Timon just ran at them with a shocking speed, Timon slammed a deadly reverse punch to one weasel's jaw, knocking a tooth out and splatter of blood with one hit, then Timon slammed a knee into the rogues stomach the force behind it was enough to make the rogue to double over gasping for breath, Timon grabbed him and drove a rearkick into one weasel's ribs when he tried to sneak attack him, then slammed another into his mouth sending a splatter of blood and teeth to come out, Then Timon wrapped a choke hold on the rogue he had and broke his neck and let the dead rogue to fall, Then Timon went to another and blocked a kick from one and slammed a roundhouse into one's side making the rogue to hold his side, then ducked a righthook and drove three viscous and rapid uppercuts to the ribs of another, the ribs broke more with each hit that landed, then drove him back with a full bodykick to the stomach, then leapt at another and blocked punch and slammed a cannonball fist into the rogue's sternum, then wrapped an arm around his neck and jerked his arm and broke the rogue's neck.

Then Timon ducked and drew some claws on his righthand and swung them at a rogues throat slicing his throat open and killing him, Timon stepped to the side of one and drove a spining heelkick to anothers temple, sending the rogue on the ground, Timon hoisted up a foot and shattered the weasels skull with it. Timon then caught an arm of a weasel with his rightarm and slammed three reverse punches with his leftfist into the rogues stomach then, Timon got nasty and slammed a hammer fist on the extended arm's elbow snapping it, then Timon slashed his midsection with his claws on his hand, then slammed a fist into the rogue's applebox destroying it and killing the rogue. Timon caught a kick by wrapping it in his armpit, and slammed a stomp kick on the rogues balancing leg snapping it like a stick, the rogue fell then Timon slammed a strong axkick on the weasels chest killing him instantly.

Then Timon ducked a jab, blocked another and jumped up and slammed a jumping kneekick to his chin making the his head shoot back, Then Timon blocked a kick from another and slammed a thrustingsidekick into his chest the rogue grabbed his chest with pain, Then Timon drove a uppercut to his lowerstomach making the rogue to double over and Timon drove a knee into his face, the weasel fell, but Timon didn't waste time to finish him he went on to the next one and dropped one with a jumping sidekick, then spun and drove a reverse roundhouse to ones skull, he went down with a fractured skull, Then Timon slammed a ax kick on to his chest killing him, Timon caught an arm and flipped him hard over his shoulder on the ground Timon grabbed him and used him as a shield and the weasel went slack when another weasel tried to slash him with its claw, then Timon pushed the dead weasel into the another who tried to slash him, they both fell down and Timon slammed a stompkick on his throat destroying it and killing him instantly. Timon blocked a Ferrets punch with his right arm and gave the rogue three strong jabs to the nose, blood fell like a waterfall, Then Timon slammed a right reversepunch to the mouth, then doubled over the rogue with a vicious uppercut cracking two ribs were it landed, then Timon spun and drove a rearkick to a another ferret's stomach followed by a deadly roundhouse to the jaw, the force of Timon's kick made the side of the jaw he kick to go slack, Then Timon launched the ferret off his feet with a uppercut to the chin, knocked out.

The last weasel tried to charge Timon, but Timon just ducked down when the rogue was over him, Timon sprung up and tossed the weasel over his back and slammed a front thrusting kick to the stomach of a ferret making his air leave him in a whoosh, Then Timon caught an arm of the last weasel and the rogues head snapped to the left with a righthook to the right side of his face, then slashed a deep slash in the weasel's stomach, then slashed him in the throat, then Timon launched the now dead rogue into a ferret with a double verticle fist to the ribs, they both fell. Then walked up to the ferret and grabbed him by the chest and hoisted him up and slammed a vicious rightcross to the mouth knock the rogue out aswhile as three teeth.

Then Timon turned to the last two with cold and steely gaze who just turned tail and ran with fear from what they've seen, Now if it were the old Timon he would've let him go, but since the new Timon took over, it was a different story, Timon ran after them and jumped infront of them and stepped to the one on the right and grabbed with a hand almost touching three inches from his mouth and twisted his hand violently and there was a horrible snapping sound as the rogue spun in a corkskrew and fell to the ground dead, Then Timon grabbed the last one by the scruff of fur on the back of it's neck and Timon snapped back and jerked his hand down, the ferret's legs flew out from under him and bounced the back of his head off the ground, hard and the last thing he saw was Timon's foot coming down on his face, Timon the last ferret left was dead.

The last two came back around but Timon quickly ran at them and without mercy he slashed them with his claws they went slack dead with deep slashes on the side of their necks and punture wound in the chest's.

Timon looked at the carnage with now emotion or expression, then looked at the ferret's with only a fraction of an inch of pity "I warned you guys" he said. Timon walked back in the jungle like nothing ever happened. But little did he know Swifty saw the whole thing and was frightened by this battle with Timon and the rogues, at first he thought the ferret that was with him and Pimon was crazy but now here, is the proof.

"I guess that ferret wasn't wrong, Timon has changed drasticly" Swifty spoke with fear, thinking Pimon had indeed had pissed off the wrong meerkat.

* * *

Shenzi, Banzai, Ed and Raka were watching with shock and horror as Timon easily decimated 14 rogues in 60 seconds. Then Timon turned back to the jungle when the rogues were all dead and walked past them like nothing had happened, When Timon was gone they walked to get something to eat.

 _"What has Timon become?"_ Was the question on Shenzi, Banzai and Raka's minds but Ed just walked like nothing happened.

* * *

Timon was sitting on a stump in his stomping ground meditating, clearing his mind, Then after words Timon just stayed like that all night, sinking into a deep trance of his mind claming his spirit aswhile as his body and mind.


	7. Chapter 7 the darksides temptation

"Are you kidding me!?" Pimon demanded after Swifty returned and reported what he didn't wish to see.

"No Timon killed them all like they were nothing" Swifty answered.

"Well send out fifty of them" Pimon said.

"You don't get it do you" Swifty said "Timon's too strong" he told Pimon.

"No one can defeat 50 by himself, it's impossible" Pimon replied.

"Okay but something tells me otherwise" Swifty responded.

"What do you mean?" Pimon asked.

"Well even when I was away I could feel something flowing within him" Swifty answered.

"Like what?" Pimon asked again.

"The shadows of hatred and darkness" Swifty answered.

"Now your just talking crazy" Pimon grumbled, he brought and summond fifty fighters 40 weasels and 10 ferrets.

"Tomorrow you will attack the jungle oasis and bring Berkowitz to me!" Pimon ordered "Is that clear?" he demanded.

"Yes!" they answered, but Swifty and the ferret's leader looked at each other nowing this was going to fail knowing what they saw what Timon could do.

"Fool" they both thought about Pimon and what he destroyed and brought back.

* * *

Timon was still sitting on his stump when the sun came up the next morning, then Shenzi, Banzai along with Raka and Ed arrived and found him.

"He fell asleep sitting up?" Raka asked with disbelif, then tapped him on the shoulder but no response.

Then Shenzi waved a hand in his face still nothing, then lifted up an arm and he fell back down limp, Shenzi checked Timon's pulse, he was still alive.

"Maybe he does this when his cranky and not in the mood to talk" Banzai spoke Ed laughed in response.

(Inside Timon's mind)

Timon was walking down a path a warm sunny path on a trail, with the same blank expression he carried on his face as on the outside. When Timon noticed it started to get cold and gloomy, the sky started to turn gray.

"Huh? whats happening?" Timon asked, Then a voice called out to him.

 _"Timon"_ it spoke in a eerie voice.

"Who's there?" Timon demanded dropping in a combat stance.

 _"Timon"_ the voice spoke again but it was coming to his leftside, Timon looked to the left and saw a cave, the entrance was pitch black you couldn't see anything the dark was even was almost reaching the entrance and even from where Timon was standing he could feel the coldness from the cave. Then Timon walked to it, he stepped off the path he was walking on and walked towards the cave.

 _"Thats right Timon come here"_ The voice spoke from the cave, then Timon approached the cave till he was at the entrance, Timon squinted as hard as he could but couldn't see anything. Then Timon stepped into the cave and walked blindly through the dark, after awhile he saw a a glint of a light.

"Found the way out" Timon said and walked to it but when he reached it he fell through a hole, he saw the ground coming but he slowed down and stopped an inch but then fell on the ground, Timon was thankful that this area had some visibility to see but it was still dark, Then black tectacles shot out from the ceiling and snared him.

"What is this?" Timon demanded as he felt the tentacles seemed to drain his light but Timon started to fight back but it's grip was too strong.

 _"Don't fight it"_ the voice told him.

"Fight what?" Timon asked while struggling.

 _"The darkness thats growing inside of you"_ It told him calmly.

"Your the darkerside of me a persume" Timon said still fighting againsts the dark effects that the tentacles that were doing to him, draining his light.

 _"In a way yes, you will need your strength combine with darkside's powers to destroy those rogues and Pimon"_ it whispered to his ears.

"I can handle it myself" Timon snapped.

 _"Can you take hundreds by yourself?"_ the voice questioned.

"Even I'm not that powerful but I will still go down fighting" Timon replied.

 _"And this will give you more power, you are mighty by yourself"_ the voice agreed _"but combined with the effects of the darkness you will be unstoppable and only through me can you achieve a power greater than any meerkat only dreamed of"_ it hissed in his ear.

Then Timon thought to himself, if Pimon sended more than 100 next or one day I wouldn't stand a chance with what he was doing, but if the darkside will grant him the power he needs to destroy his enemies, then _"Ah what the heck"_ he thought, Timon stopped fighting and relaxed.

"Okay" Timon spoke "Do it" he said closing his eyes and the darkness Timon was feeling inside started to expand filling him all the way to his fingertips, then the light what was left inside burned out. Then Timon opened his eyes and they were a cold and dark brown almost black, Timon closed his eyes as he felt the darkness in him grow stronger also his abilities were being enhance, Timon smiled coldly as he felt himself change inside.

 _"Now brake the tentacles"_ The voice whispered. Timon closed his hands into fists and he grimaced as he leaned forward and let out a groan and snapped the tentacles like they were nothing and landed on the ground softly and opened his eyes which now had cold and hard, dark brown. After awhile Timon found a way out he emerged at the same entrance he entered from but the sky was dark and stormy, the clouds were black as night and bright white lightning flash across the skies and thunder crashed, Timon smirked.

(Present)

"Okay if he doesn't snap out of it right now, I will slap him out of it" Raka hissed, she raised a hand and swung it at Timon's face. Timon breathed in then his right hand shot up and grasped Raka's wrist in a firm and strong but light grip, stopping it. Timon opened his eyes Shenzi, Banzai, Ed backed up when they saw his eyes.

"I wouldn't do that if I were you" Timon spoke in a gravel voice releasing her wrist and standing up, he walked off leaving a stuned Shenzi, Ed, Banzai, and Raka behind.

"Were did that come from?, he stopped it without looking" Banzai spoke.

"But did you see that?" Shenzi said.

"What?" they asked, well except Ed he was watching a butterfly.

"His eyes when they opened?" Shenzi asked.

"Yes they were cold and dark" Raka said.

"Maybe it was just a trick of light" Banzai advised.

"Your probably right" Shenzi said, but Shenzi was wrong.

Timon walked on the trail of a mountain which led to the top, once he was on the top he looked at the skies and smiled.

"I hope your ready for whats coming, Pimon" Timon spoke gravely, as he felt the darkness grow even stronger that you could almost feel it if you were standing five feet from him, it swelled so much.

"Because when I'm finished with you, your going to wish I was still the old me" Timon hissed then with that he turned to the trail and walked down.

* * *

It was high noon Timon, Shenzi, Banzai, ed and Raka were eating lunch, big chunks of meat and this time they were cooked for the others to which they found out it was better cooked than raw.

"This is better cooked than raw" Shenzi said.

"It sure is" Timon agreed "I think eating it raw would upset my stomach" he said.

"It kind of did with me" Raka said "I got up in middle of the night and made a mess" she admitted.

"Same here" Banzai replied Ed just laughed.

"Yeah I had a nasty diarrhea attack aswell, it was messy" Shenzi cringed.

"Too much info there" Timon said "Maybe you could digest raw meat when you were hyenas but I don't think you can now" he told them "It would happen to any meerkat if they did what you guys did" he said then snickered.

"Oh you think thats funny?" Shenzi demanded "It was a pain in the ass to clean off of my ass" she glared at him.

"You didn't see me eat raw meat did you, that should've ment something" Timon said, then Timon realized something why the monkey sended them here, he wanted Timon to help them become meerkats and maybe fight back against the outsiders which he suddenly wanted to test out his new strength limits on, so he made a decision he stood up when they were all done eating and they digested.

"Come with me" Timon said "and no objections" he told them, his voice held no argument so they followed him.

"Did the monkey say that this was pernament?" Timon questioned as he gestured at his former enemies forms.

"He said this wasn't pernament but he didn't say when we would turn back" Shenzi replied.

"Okay, then I suggest we get ready" Timon told them.

"For what?" Banzai asked.

"You will see" Timon said as he walked with them in tow.

(Scene fades to a new one)

Timon had led them to a land filled with mountains and trails Timon left when Shenzi, Banzai, Ed and Raka fell alseep since it was dark and it was almost dawn, but he left a note in the dirt saying meet me in the moutains, find the markers. after that Timon packed up backbags of suplise and food for himself and Shenzi and her friends and went hiking up the mountains skillfully.

Timon walked up steap trails each ten miles he stuck a white flag into the mountain. Timon was half way through the mountains where he met a steap climb hundreds of feet up, so Timon placed a flag against the wall and climbed up he shimmed across a two inch of a ledge sideways to a much wider ledge he stood on it and continued upwards.

After awhile Timon was done he was standing on a giant hill that he walked up and on the top was a hundred of foot space with a tree and a pond of cool water.

"Now I have to wait" Timon said as he was eating some jerky.

Next morning Shenzi and the others woke up and noticed Timon was not with them.

"He left us, nice" Banzai grumbled.

Shenzi then found a note written in the ground by Timon and an arrow pointing at the mountains.

 _Meet me in the mountains, find the arrows and markers and follow them,_

 _T_ _ake the bags it has supplise like bandages and food so don't forget them_

 _Just think of something to get you through and keep moving upwards_

 _Think of what I would do if I was in your place._

 _T._

"He's in the mountains" Shenzi spoke "and he wants us to meet him there" she said. So Shenzi, Banzai, Ed and Raka placed a bag on their shoulders and started their hike.

After awhile of backbreaking work they were quarter of the way through, they paused and took a break.

"Timon did this at the crack of dawn" Shenzi spoke impressed "Fuck me" she said, after their break they started again, it was almost nightfall when they were done and there was a steap hill.

"Well you guys made it" Timon's now gravely voice rang out, they looked up and Timon was standing on the hill loking down "Okay you four run up it and the last one up gets ten pushups" he told them, with that the four meerkats ran up the hill. Shenzi was the first one up, next was Banzai, then Ed (surprised on that one), last was Raka.

"Last one gets ten pushups" Banzai teased "Slow poke" he said, Timon walked up to him.

"I won't tolerate disrespect mister" Timon said sternly "and this means for everyone aswell if any are disrespectful they will get 20 pushups" he said.

"Is that understood?" Timon asked.

"Yes" they said softly.

"I said is that understood" Timon said more firmly.

"Yes" they said louder.

"Good" Timon replied "Now" he said, Then stood infront of them "What were you thinking of when you were going up here?" he asked.

"Those outsiders and what they did" Shenzi hissed Timon just smirked "and we want to become warriors so when we change back we will tear them apart" she said.

"Yeah I want to be like Raka or you" Banzai said.

"Why me?" Timon questioned "Because I'm scary and dangerous" he said.

"Yea- uh no" Banzai answered "your just so fearless and intimidate" he said.

"And that's a good thing?" Raka questioned.

"Yes if you guys or me were like him we could've helped or whole clan" Banzai said.

"Well to become fearless or being a warrior you must master your fears" Timon told him as he walked around "because thats what holds someone back, Fear" he said, Timon stood infront of Banzai "Are you ready to begin?" he asked.

Banzai and the others were shocked he was doing this now.

"I can barely stand" Banzai said.

"Death does not wait for you to be ready!" Timon said firmly and strongly as he move and plowed Banzai on the ground with a frontkick to the stomach, then spun and drove a spinning sidekick to Shenzi's side when she tried to attack him, sending her on the ground.

"Death is not considerate or fair!" Timon said again as he plowed both Ed and Raka down with a strong legsweep to Ed's legs and a palmheel strike to Raka's stomach.

"And make no mistake here you face death!" Timon said as he moved to deliver a roundhouse to Banzai's head who was still down, but got lucky caught it with his arms, then realised it and stood back up ready.

Banzai lunged at Timon with a righthook but Timon blocked it with a forearm, Banzai tried to kick him but Timon caught his leg with a hand and caught Banzai's right fist with a hand aswhile, Timon dropped Banzai's leg and turned under Banzai's arm and flipped him off his feet. Shenzi tried to tackle him But Timon just jumped up and flipped over her head and dropped her with a legsweep but she got up and started to throw punches left and right but Timon was blocking them, Then Timon blocked a kick from Shenzi with his own leg and kicked back with a sharp roundhouse to her side, Then Timon caught a wrist and flipped her over his shoulder and clasped a wild right hook from Raka.

"Your skilled but this is not a dance" Timon told her before kneeing her in the stomach and gave her a massive headbutt to her forehead making her fall down, dazed.

"Now rest up" Timon said before walking away leaving some pretty sore meerkats behind.

"Hardass" Shenzi muttered.

* * *

The next day.

Timon and the others were standing on a inch thick of stone that was pretty slick above a freezing cold river. Each meerkat had a wooden stick shaped of a sword, Timon and Banzai were standing in front of each other before they ran at each other but Banzai slipped on the stone and almost into Timon who just jumped up and Banzai slid under him, Banzai got back to his feet before Timon and Banzai exchanged blows with their wooden swords, Timon made a giant downwards strike which Banzai blocked but fell on his butt from the force and slick ground.

"Always mind your surroundings" Timon told him and the others. Timon blocked a low strike aimed for his leg with his sword and jumped up over a another low strike and dropped Banzai with a jumping sidekick to the chest.

Another scene but with Raka and Shenzi were sparing on a patch of grass, Shenzi knocked her mother on the ground with a kick to the stomach.

"Nice one" Raka smiled, Timon just nodded with approval.

"Thanks" Shenzi smirked. Banzai and Ed were sparing next and Ed tackled Banzai and the two rolled a bunch of times, then Banzai pinned Ed, Banzai looked at Timon.

"Two important things one: never lose focus you guys can manage that fine and Two: never take your eyes off your opponent or turn your back on your enemy" Timon told him as Banzai got flipped over and pinned on the ground by Ed.

Back on the stone Banzai and Timon were sparing but Banzai got pummled by Timon. Then they spared with wooden swords again, Timon block a overhead block and kneed Banzai in the diaphragm causing him to drop his sword which Timon caught and pushed Banzai away who slid on the slippery rock.

The others tried to strike all at once with their wooden swords but Timon just blocked, paired, ducked, sidestepped and retaliated, and sending them all sliding on the ground. Timon turned away from and walked forward in thought.

"Your clans death was not your fault" Timon told him Banzai charged Timon and swung at his head, Timon just ducked and slammed a left rearkick into Banzai's ribs who staggered but stayed on his feet and went for a stab but Timon move his sword in a barrel motion and deflected it and Timon went for a stab but Banzai blocked it with great effort, then Timon spun around and drilled an elbow in Banzai's back sending him to eat the ground. Timon blocked a strike from Shenzi's sword and sended her on the ground with a sidekick to the midsection, Then blocked Raka's and Ed's at the same time when the came with a downward strike, Timon pushed them back and knocked them both down with a spinning outside crescent to their heads but was still gentle enough to not knock them out. Banzai came blitzing at Timon with a savage swing but Timon just blocked it and grabbed Banzai's weapon arm in his armpit and pulled Banzai closer.

"It was their own" Timon sternly Banzai just thought about it giving Timon an chance to disarm him, Banzai swung with his right fist Timon sidestepped and grabbed his wrist and turned and flipped Banzai off his feet and on the ground.

Timon could feel the anger flowing from Banzai and the others from the outsiders but the thing is negative emotions only strengthens the darkside and since Timon turned dark feeling their anger was making him stronger.

"But anger does not change the fact that your clan failed to act" Timon said to him.

"Those outsiders were three times our size and they have claws and bigger teeth" Banzai shot back.

"Would've that have stopped you?" Timon asked before realising Banzai's wrist and walked forward. Banzai got up and backed up to the others.

"Weve had training" Banzai insisted Timon whipped around and marched up to him.

"The training is nothing!" Timon barked, before catching Banzai's wooden sword when it came down on him and moved it away and caught Banzai's left fist with his left hand.

"Will is everything!" Timon barked, then gave a quick and sharp snapping frontkick to Banzai's stomach and punched Banzai in the face with a righthook knocking him down, Timon backed up.

"The will to act" Timon said, with that they charged at Timon, Timon swung his wooden sword at Shenzi but she ducked and rolled under it and slid and got the deserted sword and blocked a strike coming down with her sword and knocked Timon's legs out sending him on his back and Shenzi got up and pointed the sword at Timon. Banzai and the others stood to her side smirking.

"Yield" Raka said.

Timon just looked at them with a blank expression "You haven't beaten me you sacrificed your footing for a killing stroke" he said before they looked down and Timon slammed his sword on the ground causing the every meerkat but Timon to fall through into the freezing cold water.

* * *

After the plunge Timon dragged his pupils out and started a nice warm fire for them, They were wrapped in big leaves and shivering and rubbing their arm's.

"Rub your chest's your arms will take care of themselves" Timon said the meerkats did what they were told.

"You guys are stronger than your clan" Timon spoke.

Shenzi looked at him heatedly "You didn't know my clan" she hissed.

"But I know the rage that drives all four of you" Timon replied calmly "That impossible anger thats strangling the grief till the memory of your loved ones is just poison in your veins" "One day you find yourself wishing the ones you loved or cared for had never existed so you can be spared your pain" Timon said as he glanced down.

They glanced at him "Yes I wasn't always numb in those places when my clan and pumbaa were dead the pain I felt, made myself wish I was dead to" Timon said.

"But I learned an important lesson that day about the rogues, they don't care about anything but pain and misery on others" Timon said as his anger rose slightly as he looked back up and his eyes were dark brown almost black and the were cold aswell "So I realised if you stand up to rogues the battles must be fought without hesitation, without mercy or pity" Timon said.

"Your anger gives you great power" Timon told them "but if you let it, it will destroy you as it almost did me" he said, the Shenzi notice the flames in the fire infront of them seem to glint and flare in Timon's eyes.

"What stopped it?" Shenzi asked.

"What I'm been doing vengeance" Timon simply said

"But you guys have a choice either stay on this path and you turn into something like me or become something better" he told them.

"and what is that?" Banzai asked.

"Join Simba he could help you defeat those outsiders" Timon said " I suggest you figure that out while you sleep" he said as he got up and walked off. He walked off the hill and lad in the grass and looked at the stars since it was nighttime but when he walked away he could hear Raka speaking.

"I think we should join Simba" Raka said.

"Are you crazy he wouldn't like what were doing" Banzai replied.

"Then we don't tell him about that" Shenzi said "But don't you see what Timons doing for us he helping us turning us into warriors to get a shot at those outsiders when we turn back" she told Raka.

"Well I don't want to turn into a cold hearted warrior like him" Raka hissed "So I think we shouldn't fall into that trap" she said.

"He maybe a bit of a hardass with us the first day but look how far we got" Shenzi said "You know I think your jealous of him" she told Raka.

"Jealous!? of Timon Berkowitz?" Raka demanded.

"Yes he is training us he doesn't have to do that" Banzai said.

"Indeed he doesn't and he forgave us for what we tried to do to him" Ed spoke causing shock to the others.

"You talk?" Banzai asked.

"Yep" Ed said.

"Mom don't you care about our clan?" Shenzi said.

"Yes" Raka snapped.

"Well the same thing happened to him, he did this all because he isn't forgiving for what happened to his clan" Shenzi said "Your jealous because his ten times more potent than you are" she snapped.

"He's ten times stronger than me or us put togather and were not complaining" Banzai snapped. Shenzi just shook her head with disappointment at her mother, she was being unfare to Timon.

"You maybe a matriarch Shen but I'm still older than you" Raka hissed "and you and the others will do what I tell you" she said. Raka had them there.

"Fine" They grumbled.

"I want to get the outsiders like you guys do" Raka said softly "But come on, do we have to follow that souless meerkat's path?" she questioned.

"He said to choose which path he said he can't decide it for us" Shenzi replied "And he also said not let anyone draw our paths either" she said.

"Well too bad because I am" Raka snapped "Were joining Simba and ask him for help" she said "Because I'm not going to let me or you guys to become a monster like he turned into" she told them.

"So It seems you made your choose" Timon's cold voice rang out, they turned and saw Timon glaring at Raka with a cold look with the pare of the coldest eyes they have ever seen, it became clear that Timon heard her.

(with Timon)

What Raka failed to notice by now, Timon can her very well.

 _"I think we should join Simba"_ Raka said.

 _"Are you crazy he wouldn't like what were doing"_ Banzai replied.

 _"Then we don't tell him about that" Shenzi said "But don't you see what Timons doing for us he helping us turning us into warriors to get a shot at those outsiders when we turn back"_ she told Raka.

 _"Well I don't want to turn into a cold hearted warrior like him"_ Raka hissed "Cold hearted Hmm?" Timon whispered harshly "So I think we shouldn't fall into that trap" she said.

 _"He maybe a bit of a hardass with us the first day but look how far we got"_ Shenzi said "At least she's grateful" Timon muttered _"You know I think your jealous of him"_ she told Raka.

 _"Jealous!? of Timon Berkowitz?"_ Raka demanded.

 _"Yes he is training us, he doesn't have to do that"_ Banzai said "Damn right I don't" he thought to himself

 _"Indeed he doesn't and he forgave us for what we tried to do to him"_ Ed spoke causing shock to the others.

 _"You talk?"_ Banzai asked.

 _"Yep"_ Ed said.

 _"Mom don't you care about our clan?"_ Shenzi said.

 _"Yes"_ Raka snapped.

 _"Well the same thing happened to him, he did this all because he isn't forgiving for what happened to his clan"_ Shenzi said _"Your jealous because his ten times more potent than you are"_ she snapped.

 _"He's ten times stronger and better than me or us put togather and were not complaining"_ Banzai snapped. Shenzi just shook her head with disappointment at her mother, she was being unfare to Timon.

 _"You maybe a matriarch Shen but I'm still older than you"_ Raka hissed _"and you and the others will do what I tell you"_ she said "Shenzi's mother still tells her to do, talk about not letting their kid go" Timon muttered while rolling his eyes, But he knew Raka had them there.

 _"Fine"_ They grumbled.

 _"Look I want to get the outsiders like you guys do"_ Raka said softly _"_ _"But come on, do we have to follow that souless meerkat's path?"_ she questioned Timon just glared at that "How dare she?" Timon growled quietly.

 _"He said to choose which path he said he can't decide it for us"_ Shenzi replied _"And he also said not let anyone draw our paths either"_ she said.

 _"Well too bad because I am"_ Raka snapped _"Were joining Simba and asking him for help"_ she said _"Because I'm not going to let myself or you guys to become a monster like he turned into"_ she told them, Timon had heard enough so he walked back up to the hill and back on the top he spoke.

(Present)

"So It seems you made your choose" Timon spoke coldly, they turned to see him.

"Yeah" Shenzi softly.

"Pack your bags for tomorrow, I think were done training" Timon spoke with a tone that sent shivers up their backs, he turned away but turned a last time.

"You know I'm disappointed in you guys" Timon told them "For a second I thought you were my friends" he hissed, Shenzi gasped at that.

"Now you get it, If I didn't consider you guys as a friend, I wouldn't of taking you into my home or tell you about my past which you found out yourselves" Timon responded.

"Or I wouldn't of bothered of bringing you in the mountains to train" Timon said "But maybe I was destined to be a loner, which I can accept" he continued.

"We just want to be turned to normal again" Raka snapped "And the safest place is Simba" she told him.

"Fine, but once you've turned back to normal" Timon glared at them "You can never come back to my home, Never!" he hissed with that he stormed off, they all turned to Raka with glares of their own.

"Nice going mom" Shenzi growled "Now he hate's us" she said.

"Yeah my one chance to get back at the outsiders and you ruined it" Banzai said heatedly "Don't ever talk to me again" he growled as he stormed off, followed by Shenzi then Ed leaving Raka alone.

"What have I done?" Raka said looking at the sky where her mate was.


	8. Chapter 8 the darkside strengthens

Timon and the others got up at the crack of dawn and picked up their bags they packed last night and placed them on their back's and headed down the mountains, Timon was way ahead of them, about ten feet from them.

Timon thought _"I was a fool to think that former enemies could become friends that stuff is just a fairy tail"_ he said to himself _"at least I got to rough them up a little when I was training them"_ he continued a smirk, the dark-side seemed to sense his dissatisfaction because it was making the darkness around and through Timon to strengthen.

With Shenzi, she was feeling a little rotten about how she had treated him when they first came to his home and what her mother said about him.

 _"Sure he may be different from the meerkat he had been years ago, but that doesn't mean his souless or a monster"_ Shenzi thought to herself.

"And I didn't even realize that he did this all for because he was my friend" Shenzi felt her insides shrivel at that realization.

"Hey Timon!" Shenzi called.

"What!?" Timon answered gruffly.

"Can I talk to you for a second?" Shenzi asked.

Timon looked at her for a second with a stoney look "Sure" he answered, Shenzi walked faster to catch up with him.

"What is it?" Timon qeustioned as they walked down a steep hill the others were trying to catch up aswhile but Timon froze them with a stare "Stay back" he said, his tone held no arguement, which they followed.

"Well, I wanted to apologize for my mothers behaivor last night" Shenzi spoke.

"You think I care what your mother thinks about me?" Timon asked while glancing at Shenzi.

"Well probably not" Shenzi replied.

"Correct" Timon responded "So your mother can think whatever she likes to think of me" he said.

"It was still uncalled for" Shenzi insisted.

"True but I've been called worse" Timon replied.

"Like what?" Shenzi wondered.

"A spineless limp noodle" Timon responded "So whatever any of you have to say, it won't faze me" Timon told Shenzi.

"A spineless noodle" Timon sneered at the word "If only they could see me now" he said.

"Who?" Shenzi asked.

"Well some of the meerkats were killed, only warmed up to me when I brought them to the oasis" Timon grumbled "Well except Ma and Uncle Max they were always nice to me" he said.

"I see" Shenzi answered while she turned away and walked back to her mother and the others.

"Good talk" Timon muttered to himself as he walked forward.

Awhile later the group was walking down a steep path.

"Watch your step" Timon told them, Timon carefully but quickly got halfway down when Shenzi slipped down at a fast speed so fast Timon didn't have time to react and Shenzi came and barreled into Timon sending them both sliding down the path, they rolled over the other a few times when they stopped Timon was laying on his back and Shenzi on top of him with her knees on each side of his waist, he glanced up her.

"Like I said watch our step" Timon told her as Shenzi got off of him followed by Timon who dusted himself off, from the dust that was on him.

"Sorry" Shenzi spoke meekly.

"No prob just be more carefull" Timon said, then with that they continued downwards.

Hours later the group was done climbing down and they walked to the direction of the oasis.

But at the oasis.

Fourty rogue weasels and ten rogue ferrets were in the oasis looking for Timon but couldn't find him so they left for home.

* * *

Timon was walking when he felt a weird sensation growing within him but Timon just ignored it.

Awhile later the sensation didn't leave Timon infact it grew stronger it was making him feel light headed, then he got a head ache, but being Timon he knew to block out those things out, but it wasn't working this time. Timon was passing a tree when the pain in his head felt his skull was splitting open, it was so much that Timon placed a hand on the tree to keep his balance and pinched the bridge of his nose, the others seeing this, Shenzi approached him with concern.

"You okay?" Shenzi asked.

"I'm fine, just a headache" Timon answered, Then Timon Timon felt his brain was being pierced with claws, it was painful, then there was a loud buzzing sound in his head Timon placed his hands on his head and gritted his teeth trying to block out the buzzing and pain but it was just growing it was so much that it took Timon on his knees.

"One massive headache" Timon grunted _"Stop fighting it your brain is adjusting to a four new tricks that have been just downloading"_ a voice spoke inside his head.

 _"Which is?"_ Timon asked to the voice inside to himself.

 _"Telekinesis, pyrokinesis, teleportation and mindcontrol"_ It responded with glee.

 _"I suppose a price for me turning to the dark-side"_ Timon responded back.

 _"Correct, so don't fight it let it flow, thats what is making it hurt, your resistance"_ it said. Then Timon stopped fighting the sensation and allowed it to flow and the pain went away, Then Timon stood back to his feet.

"That was some headache, it brought you down to a knee" Banzai said.

"Yeah, but it's gone now" Timon responding as he walked forward, but little did they know they were going to run into a bunch of company on their way home.

* * *

Hours later Timon saw something approaching towards them at a distance, Timon slammed to a halt followed by Shenzi but everybody else weren't fast enough so the crashed into her and Shenzi bumped into Timon.

"What is it" Raka asked.

"Rogues" Timon hissed as he tensed up "Stay back" he said. Timon walked to them until he was twenty feet away and saw fourty weasels and ten ferrets, fifty in total. When the rogues saw Timon they stopped ten feet and the fact since Timon was training in the mountains, he seemed to have gotten more toned and was slightly bigger now.

"Do you rogue's never learn?" Timon hissed "If you want to live, back off" he growled with bared teeth since Timon felt the darkside of him grow in strength, It was also making Timon feel darker and meaner.

"Are you kidding it's fifty to one" One weasel spoke confident.

"We will see how confident you are, when your roasting in hell" Timon barked as his hands closed into fists.

"Let's do this" a ferret spoke.

"Yes let's" Timon smirked nastily _"Maybe I should try those four new tricks I just got"_ he said to himself as he felt his adrenaline spike to every nerve in his body. With that Timon ran at them with a unnatural speed.


	9. Chapter 9 The darkness good or bad?

**(WARNING:**

 **Timon goes full on Vader In the next three chapters)**

* * *

Timon ran at the rogues when he was seven feet, he let out wordless roar as he plowed a rogue to the ground with a bone breaking punch to his nose shattering it, the weasel's nose looked bent and crooked and was bleeding like a water full, Timon launched another rogue into another with a thrusting frontkick to the gut.

Timon stepped into a combat stance and as one was swinging his fist at Timon. Timon ducked down and the punch went over him, Timon slammed two massive uppercuts into the rogue's ribs breaking them on impact, then grabbed his head and snapped the rogue's neck. Timon violently clotheslined a rogue with a hookkick to his face dumping the rogue harshly on the ground, then shattered his skull with the same foot. Timon jumped high and dove at one with a sidekick to the chest cracking the rogue's sternum, Then Timon punched the rogue in the throat crushin his applebox and killing the rogue.

Timon did a backflip and landed five feet away, then Timon decided to try those few new tricks he got. So Timon stuck out a hand and focused and the rogue stopped and hovered for a second, but then Timon waved his hand upwards and the weasel was sent flying to the sky and Timon jerked his hand to the ground and the rogue came down and slammed into the ground dead on impact, Timon focused on four and closed his fist and the rogue's erupted in fountain of blood, Timon waved his hands and focused and five rogue slammed into each other followed by two more times before Timon jerked his hand's up and down, the weasels shot up and slammed into the ground and Timon held out his fists and opened them, the rogue blew up into a blood spot on the ground, Timon focused on the tree behind him and uprooted it with his mine and launched it at the rogues plowing a whole row like a bulldozer, then jerked his hand to the side and the tree flew to the side, Timon then focues on the ground at the sides's of a row and slowly raising his hands and grunted, huge pieces of rock was ripped from the ground, Timon slammed his hands togather and the rocks smashed into the rogue's row and togather smushing the rogues trapped, then Timon gestered his hand and tossed the dead weasels and the two rocks to the side.

Timon ran at a bunch, since the darkside enhanced Timon's abilities the group didn't have a chance, Timon punched one back with a broken jaw with a righthook followed by a smashing frontkick to the chest, Timon slashed at one's stomach slicing his stomach opened and Timon slashed his throat, then smashed his fist into the weasels thorax blood splattered out, knowing the rogue was dead sended one to the ground ten feet back with several broken ribs, Timon tackled another rolled him over on to his chest and grabbed his chin and jerked his hands violently and the was a nasty snapping sound and the rogue went limp. Timon jumped at another group but stared at the first three after grabbing an attackers arm when he tried to attack and held him in a very strong headlock and muttered a some words to them.

"Kill the one next to you and kill each other" Timon ordered and a faint yellow glow appeared for a second and to everyones shock, they obeyed and killed the one next to them and then the three killed each other, Timon then shifted his grip and broke the rogue's neck. Timon ran at a whole army of ones at unnatural speed and fought with a ferocity, no one new Timon had. Timon grabbed one around his sides and like a football player he, he drove the rogue back plowing into weasel's or ferrets like a bulldozer and tossed the rogue into five more sending they all went down like boiling pins, Timon looked at them a they screamed and writhed on the floor covered with flames burning them, it sounded like music to Timon's ears, then Timon ripped their body's apart with his mind.

Timon looked around himself and he was surronded by a lot, but Timon was strengthed by the darkside and he knew no one could match him, Timon looked in their eyes and saw there was anger in them but also fear.

"Turn back you guys are no match for me!" Timon snarled.

"Never!" one shot back and swung at Timon, but Timon just blocked it with a forearm block and threw a heavy jab to his nose breaking it, Timon then kneed him in the stomach doubling him over Timon then grabbed his neck with a hand and twisted breaking his neck and kicked the dead rogue into another, Timon ran at another and launched him thirty feet up with a uppercut to the chin, Timon jumped up and grabbed an ankle and threw him into another and landed a foot on his back breaking it from the force behind it and stomped on the back of his head snapping dented it inwards, the rogue weasel died slowly, Timon did a high jump and landed on the trapped rogue's throat completly crushing his throat inwards. Timon rolled up to another and sprung up and kicked him back with a crushing thrusting frontkick to the chest instantly killing him aswhile as launching the rogue ferret ten feet back.

(Timon's POV)

 _"Don't these rogues ever learn that if you get defeated by the same person twice, then maybe you should yeild?"_ I thought to myself _"Probably not"_ I thought to myself again as I countinued to take out multiple rogues, I snapped ones head to the side with a viscious lefthook to the mouth followed by a right roundhouse to his right ribs followed by a frontkick to the midsection, he doubled over, then I set him on fire with my new pyrokinesis ability, he writhed and screamed as he died slowly while the flames burned him, i slammed a roundhouse to ones jaw breaking his jaw where i kicked and he fell down, I raised a foot and shattered his skull like an egg, then ducked and slashed a throat of another and kicked the dying rogue ferret into another with a thrusting frontkick to his chest knocking them both down, then I looked at another.

"Rip your throat out" I ordered and he obeyed, while he died I shook my head with disappointment "Fool do you always do what someone tells you to do" I smirked sadistically, but they just snarled and attacked one had a sharp spike ready to impale me in the back, but as he stabbed downwards, I turned and grasped his wrist and sidestepped to the left and guided the spike and turned his hand so it was pointed at him and stabbed him in the heart, he crumbled to the ground, dead.

Another came at me with a sword like stick, but I grabbed his wrist stopping it cold, then grabbed his weapon and swept his legs out from under him and ducking a under a sucker punch, I turned and stabbed one through the midsection and turning I tore the sword out of the dead rogue and stabbed another through the heart and let go of the sword, I grabbed another after I crouched and I threw him as I could high over my shoulder he fell on his head, his neck snapped like a stick, I grabbed a kick to the head by catching it with my arms and turning a flipped him head over heel by his leg and launched another off his feet with a thrusting sidekick to the chest aswhile as killing him, since I heard his sternum and ribs break from the force behind my kick, It was true I am a talented warrior on my own, but now that I've turned to the darkside my abilities were enhanced dramiticly and to add to that, I have four new abilities aswhile and thats a big bonus in my book.

I caught another sword and ripped it out of a ferret's hands and snapped it in half like a twig and plunged the broken pieces deep in the eye's of a rogue weasel, grabbed a ferrets arm and flipped him over my shoulder and crushed his chest inwards with an ax kick and smashed some ribs on another with a uppercut, Then wrapped his head under the crook of my arm and jerking up I snapped his neck. then seven came at me once, but I quickly moved to each one with almost supernatural speed, I ripped one in half with my telekinesis and set another on fire and waving a hand the flames slammed into a face of a ferret, he screamed with unbelivable pain, then I snapped his neck with my telekinesis, I ducked under a kick and slammed a sidekick into his chest, he fell down from the force and no wasting time I moved to another, I jumped at one and crushed ferret's chest inwards with a thrusting heelkick, killing him.

I turned and one came down with a stick it slammed down on the leftside of my chest, it broke and I barely felt it to and he was so stuned that I didn't even wince with pain, I grabbed the broken piece out of his hand and broke it to two more pieces, and stabbed him in the thigh and as I pulled the stick out, I stabbed him through the skull with the other one he turned and spun and stabbed another in the back through the heart, I turn and caught a fist in my hand and savagely twisting his wrist to the side, it snapped like a twig, then I spearhanded him through the heart, I turned and elbowed one in the nose breaking it, and broke three ribs with a knee to his side, then I slammed a deadly uppercut followed by another then a harsh and viscious punch to the mouth, he fell and I stomped on the back of the neck, breaking it.

I was moving so fast and had such ferocity, that all my enemies seemed to be moving at a slow speed, I jumped over one and grabbed his hair and on the other side I slammed the back of his head on the ground then I twisted his head to the side and broke his neck. I turned and looked around and moved to a group a group of three, the last ones.

 _(With Shenzi, Raka, Banzai, and Ed)_

Shenzi and the others couldn't believe what they were seeing, Timon taking out every single one of his enemies, sure they had seen Timon do it before but, Timon was more brutal than ever, infact they all seemed pale from shock and horror for what they were seeing, Even Raka wasn't inmune to the brutality she was seeing and she had seen worse.

Shenzi realized she was going to have nightmares for weeks from what she was seeing Timon doing and also the strange abilites Timon had, it was like the devil took over Timon on his qeust for vengeance and influenced him, making him ever more potent and dangerous than before.

 _(On a random witness seeing this)_

A mile away, one of Simba's look outs was looking at the scene with horror what she was seeing Timon doing and ran off to find Simba in fright, when she saw Timon's eyes, they were like the eyes of a demon. She was reaching the Priderock when she started holloring.

 **"SIMBA!, SIMBA!"** the lioness yelled, a second later Simba ran out.

"What is it!?" Simba asked with concern.

"IwasonpatrolandIsawTimon!" She spewed out.

"Whoa, whoa calm down" Simba said, the lioness breathed in and out "Now tell me whats wrong?" he asked.

"From the look on your face it was like the devil was chasing you" Simba smirked.

"I was on patrol and I saw Timon" she spoke again.

"Thats what got you spooked you?" Simba chuckled.

"No he was in a fight" The Lioness told him.

"Oh?, who won and Is it still going on?, I like a good fight" Simba said.

"Timon did and it was 50 to one" Lioness told him.

"Whoa thats impressive" Simba said shocked "He has changed" he said "I haven't had contact with him in five years" Simba said sadly.

"Yeah, he really did change since the last time we saw him" The lioness said "Would you like to see him?" she asked.

"Yes" Simba said.

"Well follow me" The lioness told him and togather the ran off.

(Back with Timon's POV)

When I approached the last three and they were about to take off but I jumped infront of them and grabbed one by the throat and hoisted him up and as hard as my enhanced strength allow, I slammed him on the ground hard, the impact left a impression of his body in the ground and I heard a sickining snapping of bones being broken and I stood and slammed my right foot on his chest there was another snapping sound and he went limp. I stood and blocked a kick and then I sended a crushing blow to his temple, sending him to the ground.

I turned to face the last weasel and caught a fist then twisting snapping his wrist, then stomped on his knee breaking it but grabbed his chest to keep him up.

"Pimon we make you pay for what your doing to his family" he spoke with pain "And he won't stop until your dead" he whizzed.

"The next time I see Pimon he will be the one to fall, not me" I hissed into his face "and I already did die and you want to know what it felt like?" I asked menacingly after I said that, I plunged my hand through his diaphragm and grabbed his heart and sqeezed and ripped it out of his chest.

"Thats what it felt like" I growled then dropped his heart, then I heard retching sounds and turned around and saw I thought to be friends throwing up, I rolled my eyes. I walked to a creak and washed off the blood that was on me.

Then after awhile I heard someone shout my name, a voice I hadn't heard in years.

"TIMON!" Simba's voice rang out, turned and saw Simba and a lioness running towards me.

(normal POV)

Timon's old friend came running up to Timon and stopped infront of him.

"Where have you been?" Simba asked "and why do those four look green?", gesturing to Shenzi and the others.

"Well lets just say I've been busy" Timon told him "And lets just say those four saw something they shouldn't of seen" he told Simba.

"I don't think I met your new friends before" Simba said.

"Actually you have" Timon responded, then Turned to the meerkats "Well don't be shy" he told them, they walked over to where Timon was.

"Whats your names?" Simba asked.

"Shenzi" Shenzi replied.

"Banzai" Banzai spoke next.

"Ed" Ed replied also.

"Hello" Simba said "anyway" he told them.

"Raka" Raka said lastly, who was looking at Timon with, _"_ _was that fear in her eyes?"_ Simba thought.

"Those names sound like those hyenas" Simba said, Timon pinched the bridge of his nose with frustration.

"Thats because they are those hyenas" Timon told him.

"Oh then how come their meerkats?" Simba asked.

"You can thank your father for that" Shenzi spoke "He turned us in meerkats to hide us from the outsiders" she said.

"and so that Timon can teach us how to survive" Banzai spoke.

"And how to fight" Ed spoke.

"And how to k-" Shenzi started but couldn't because Timon covered her mouth.

"Shh!" Timon hissed.

"No let her finish" Simba said sternly.

"and how to kill" Shenzi told him, Timon just looked at her.

"Thanks" Timon grumbled, but Simba just chuckled.

"Timon teaching you to kill" Simba spoke "He is harmless" he said, Timon looked at Simba with a raised eyebrow.

"Then how do you explain this?" Raka asked gesturing to the dead weasel's and Ferret's.

"It does raise a good question" Simba said.

"Simba wake up Timon did this to them" The lioness snapped "I saw it with my own eyes" she said.

"And how far were you?" Timon qeustioned.

"a mile away from here" she told him.

"No wonder why, you probably saw someone that looked like me" Timon told her.

"I know what I saw" the lioness snapped.

"and what was that?" Timon qeustioned.

"Something dark inside of you" The lioness replied, Timon just snorted.

"Alright thats enough" Simba told her.

"Simba you weren't there, I was," The lioness spoke "I've seen the devil inside him" she said.

"There is a devil inside all of us" Timon told her "Some aren't scared to use it" he said.

"Like you?" The lioness qeustioned.

"Maybe" Timon simply said.

"Okay both of you thats enough" Simba ordered "Timon did you do this or not?" he asked.

"Nope" Timon answered "You know me better than that" he said.

"True" Simba smiled, but Shenzi and the others couldn't believe what they heard, Timon had just lied to his oldest friend and only friend and Simba believed him.

"There you go I did not kill them, those backstabbing outsiders did this" Timon told Simba "I saw them" he said.

"I see" Simba muttered "This is not the first time they wiped out a whole clan out" he said.

"Yeah I heard" Timon muttered "Thats why I took them in" he pointed to Shenzi and the others.

"That was nice" Simba smiled.

"Yeah" Timon just answered simply "But I think they rather stay with you, I think you can keep them safe from outsiders if they turn back, then I can" he said.

"Sure I would like to know them a little better" Simba replied.

"Well If you excuse me I will be going" Timon said "But Don't worry I will show you what i've been doing" he said "and you can take them aswhile" he glanced at Shenzi and the others "just keep them safe" he said.

"I will" Simba promised, Then Timon whistled and a pronghorn showed up and Timon got up on it. Shenzi had a flash back when she was still a hyena and she saw a meerkat riding a pronghorn, it turns out it was Timon. Then Timon thought of something.

"Actually I will take Shenzi, Banzai with me" Timon said causing Shenzi to look at him with shock and surprise "and don't worry Raka I will take care of them" he told her.

"I know you will" Raka replied.

Timon almost fell off his pronghorn _"was that a smirk?"_ Timon thought but Timon just nodded his head.

"Come on you two" Timon said Shenzi got on behind Timon and Banzai behind Shenzi "lets move" Timon ordered the pronghorn, which shot off at a shocking speed, Shenzi wrapped her arms around Timon's waist so she didn't fall, Banzai just held on to Shenzi's shoulders for support.

* * *

From a distance the monkey Rafiki was another who saw what Timon did to the weasels and ferrets, with a straight face, but was very worried about what he wish he didn't see, Rafiki went back to his home.

At Rafiki's tree/home.

"Oh Mufasa, that boy did help those four greatly, you were right" Rafiki spoke "But the darkness in Timon Berkowitz has grown stronger, I could almost feel the dark clouds that surrounds that boy, I hope he doesn't fall into it" he said with worry, then the wind blew.

"What, he already has" Rafiki "now there is no turning back" he said, the wind blew again.

"Another plan" Rafiki said "The girl" he said "Well he still does have a soft spot for her" Rafiki smiled, then dropped it "I hope this idea works because if this doesn't work, no one can stop Timon" he said.

"I can only pray this works" Rafiki said to the wind.

* * *

Up in the heavens Mufasa and Nina, Max and Buzz Berkowitz were looking down at Timon and can only watch in horror what the meerkat they knew, went through a dangerous transformation and went darkside on the rogues.

"Holy crap" Uncle Max spoke, seeing his nephew take out the rogue's "that was" he started.

"Unexpected" Ma finished

"Yes it was" Mufasa replied "I can only pray he doesn't stay on this path" he said.

* * *

Timon, Shenzi and Banzai approached the jungle oasis when, The pronghorn stopped five feet from it.

"Hey why did you stop?" Banzai asked.

"This is as far as he goes" Timon told him.

"Oh" Banzai replied.

"Lets go" Timon said walking into the jungle, the others followed him.

"Why did you want us to go with you?" Banzai asked.

"To train" Timon answered "and why i choose only two" he said "is because I think Raka will get suspicous if I took Ed aswhile" Timon told him.

"Besides there was little for me to teach them" Timon said "Raka knows how to fight and kill, so does Ed" he told them.

Shenzi smiled _"He hasn't dropped us yet from his friend list yet, after all"_ she thought.

"Shenzi and you on the other hand have alot to learn if youever went to face the outsiders" Timon continued "Banzai, you cant loose focus or hesitate, i saw you doing that in the moutains" he said.

"It was that obvious?" Banzai asked stunned.

Timon just nodded "and Shenzi?" he spoke "You panic" Timon told her "you guys don't see me doing that when I'm fighting?" he asked.

"Easy for you to say" Shenzi spoke "I'm not like you, I'm not fearless" she said.

"Then push away your fears, they way I did" Timon said sternly "But what your doing is worse, your panicking so much that all your moves are slow and have bad timing" he told her.

"Fear is healthy, panic is deadly" Timon reminded them "But don't dwell on either" he told them.

"Again, it's easy for you" Shenzi insisted.

"Where is this additude coming from?" Timon qeustioned.

"What do you mean?" Shenzi demanded, Timon walked up to her causing her to back up.

"What happened to the fearless and badass matriarch that had tried to kill me more than once and why she went from a hyena greatly feared by all, to a big softy?" Timon hissed.

"You want to be a warrior or fearless or both like me?" Timon asked "Yes?" he demanded harshly.

Both Shenzi and Banzai shook their heads

"Then both of shape up and fly right" Timon said sternly "because your enemies won't show you mercy, so don't show your enemies mercy, understand?" he growled.

"Yes Timon" they both answered.

"Good meet me in my training grounds" Timon responded "We start at dawn" he said, walking off "Don't be late" Timon added.

"Thank you" Shenzi said.

"You won't be thanking me at dawn" Timon replied over a shoulder.

(Time skip to Dawn)

Timon arived in his training ground early as usual and he warmed up, did a few rounds on his leafbag. It was almost morning and his friends were late, so Timon waited.

Then Timon saw Shenzi come in but not Banzai.

"Your late" Timon spoke gruffly.

"I'm not a morning person" Shenzi yawned.

"Well you better get used to it" Timon told her "But I still see you need to wake up" he said.

Shenzi just nodded.

"Drop and give me 20" Timon ordered, Shenzi followed.

"1,2,3 4,5" Shenzi countinued with each push up, Timon turned around and started to punch his leaf bag

"1,2,3" Timon counted with a leftjab, rightcross, and a right roundhouse to highlevel, But still kept an eye on Shenzi because she was starting to take a shortcut.

"Nose to the ground" Timon told her.

"1,2" Timon counted with a high and low roundhouse with his left and right leg.

"10,11,12,13,14" Shenzi grunted.

"Keep that stomach tight" Timon ordered.

"15,16,17,18,19,20" Shenzi counted.

"On your feet" Timon told her, Shenzi stood up.

"Where is Banzai?" Timon asked.

"Late" Shenzi answered.

"I can tell that much, but where is he?" Timon demanded.

"I don't know" Shenzi answered.

"Okay we have to start without him" Timon said "Come over here" he told her, Shenzi walked up to his leaf bag.

"Watch what I do" Timon told her, Shenzi just shook her head, to say okay.

Timon stood infront of it and got into a fighting stance and started throwing punches "1,2" he counted with a rightjab and left cross, switched stances "1,2" he said. Threw a leftjab and rightcross. Shenzi couldn't help but stare at Timon's technique's each movement was swift as water and his hits were strong but controled.

"Now you try" Timon said, Shenzi stood in front of the bag when Timon sidestepped to give Shenzi some space.

"1,2" Timon counted, Shenzi threw a leftjab and rightcross.

"Stop" Timon said.

"What now?" Shenzi qeustioned.

"Your movements are tense" Timon said "Relax" he told her "Try it again" Timon told her gently.

"1,2" Timon counted again this time, Shenzi did it right.

"Good" Timon told her "Now try it without me counting" he said.

Shenzi threw a perfect jab and cross.

"You see you can do it" Timon said, Then Timon saw Banzai coming in.

"Your late" Timon said gruffly "If you want to train than you have to be on time" he said.

"I know just get off my back, buster" Banzai snapped in a fowl mood. Timon walked up to him.

"What did you say?" Timon demanded, Banzai looked up with a heated look and bloody nose and a split lip.

"You heard me" Banzai told him heatedly.

"What happened?" Timon asked seeing Banzai's bloody nose and split lip, Shenzi walked up aswhile.

"I don't want to talk about it" Banzai replied.

"Don't tell me you ran into a tree" Timon told him, puting a hand on his hip.

"That aint funny" Banzai glared.

"I'm not laughing" Timon said sternly "Now what happened?" he asked.

Banzai sighed "There was this big fella, he wanted me to rob something for me, when I said no, he beat me up" he Told Timon, Timon looked at him sternly.

"Where is this dude?" Timon asked gruffly.

* * *

Shenzi stayed behind to train but Banzai brought Timon to a scatchy part of the jungle with a huge opened space with a lake next to it, It was apparent that Banzai took a wrong turn, by accident. Timon saw a well toned otter as tall as he is come the water and dried off.

"It's them" Banzai told Timon.

"Hey!" Timon barked, the otter jumped a bit from the deepness and fierceness of Timon's voice and strength of the glare in his eye's but The otter stayed put and walked two feet but froze when Timon's glare increased.

"Back for more?" The otter asked Banzai.

"Did you do this to my friend?" Timon demanded.

"No" A voice answered, then from the water another otter came out, he was buff but he really short, like really short "I did" he said.

Timon blinked "You?" he said.

Then looked at Banzai "This wuss brought his nanny" he said, Timon glared at him and then turned to Banzai and drapped an arm around his shoulder and pulled him four feet from the two otters.

"I thought you told me a big fella beat you up?" Timon said to Banzai.

"I did his name is big fella" Banzai told him, Timon shook his head with disbelif and turned back at the two otters with a surprised look but scoffed with a smirk

"I'm out of here" Timon said turning around.

"Buy you little chicken" Big Fella said then made chicken noises, Timon turned back around and looked at him, then walked up to him.

"You think your funny?" Timon demanded.

"Yeah" Big Fella smirked and stomped on Timon's foot hard, making him full to a knee to Big Fella's hight and punched Timon in the jaw. Timon smirked and touched the spot where was hit, then looked at big fella.

"Hey look at that falling star" Timon said looking up and pointed, both otters looked up. Timon slammed a sharp jab into Big Fella's groin making him double over, Timon got up and plowed the otter back with a knee to the chin and kicked the other one in the head with sidekick sending him stumbling to the ground, but bolted up and away a second later.

"Let's get out of here" Timon said.

"I agree" Banzai replied.

"Hey come back here and fight me like a man, instead of sucker punching me" Big fella said, then made a chicken noise

* * *

Back at Timon's training ground.

Timon was helping Banzai with his bloody nose so was Shenzi, they were turned from the entrance but Shenzi saw Big Fella come in view.

"Uh Timon?" Shenzi said.

"What?" Timon replied, Shenzi just pointed. Timon turned and saw Big fella, then six more otters tall as him came into view, then a big otter came bigger than Timon and taller to.

"Take him out" Big fella hissed, they approached.

"Shenzi you better stand back" Timon said, Shenzi walked seven feet away. The bigger otter stood infront of Timon and Banzai and crossed his arms infront of his chest.

"I hear you were messing with my brother" The otter spoke.

"Yeah so" Timon replied shrugging a shoulder.

"So nobody hits my brother and gets away with it" The otter growled.

"Tell you what if you beat me, I'll do anything you say" Timon told him "But if I beat you infact if I beat all of you, you do what I say, fair?" he said.

"What do you think you are a king?" The otter demanded.

"I'm just his Nanny" Timon mocked, Banzai glared at Timon "Get back" he said to Banzai, Banzai stood next to Shenzi.

"Now watch carefully" Timon said to them. The big otter charged at Timon and swung, Timon dropped into a stance and slammed a plamheel strike into the otters chin stopping him, Timon quickly slammed a fast reverse punch to the stomach and did a front snapping kick to the otters groin, making him double over, slammed an elbow on the back of his head, making him fall.

"Next" Timon called. Every otter started to from a circle and strike, Timon spun around and knocked one out with a spining hookkick and knocked one into another with a rearkick to the ribs, then jumped up and knocked two out, one with a 360 spinkick and a round house to the temple. Timon blocked a punch with a forearm block and slammed a uppercut to the rightside of a otters ribs making him double over, then Timon flipped the otter over his shoulder and knocked him out with a kick to the temple.

 _"Seven down and one shrimp to go"_ Timon thought, turning to big fella. Timon looked at his down friends and brother who was getting up.

"You wanna take someone out you got to do it yourself" Big Fella growled charging, Timon dropped to a knee and slammed a sharp jab into the otters stomach stopping the charge violently, then Timon got under the otter and tossed him into the otter's brother, making the brother fall on him.

"Okay you win, what do you want?" The Big Fella's brother said.

"Get out and never return" Timon rumbled. The otters got up and limped off.

"And thats How it's done" Timon said turning to Shenzi and Banzai.

"I see" They answered.

"Good, lessen over" Timon said walking out.

* * *

Back at Priderock

"So Raka whats it like living with Timon?" Simba asked her.

"It's um interesting" Raka simply said.

"Yeah you will never meet a meerkat as nice as Timon" Simba said.

"Yeah I know" Raka said "I just wish I warmed up to him like the others did" Raka said "Did you sense aything different about him" Raka asked.

"Yeah but it couldn't be" Simba said.

"What?" Ed asked.

"A cloud of darkness" Simba said "I just hope Timon doesn't let it swell too much" he told her.

"How do you know when someone is infected?" Raka asked.

"If someone does let it swell, then their abilities get enhanced" Simba replied.

"Like what kind of abilites?" Raka asked.

"Strength, speed and everything else" Simba told her.

Then Raka had flash backs from the battle earlier, how Timon seemed to move with such speed and force, it seemed unnatural. Raka shook her head.

"And once that darkness is in control, it doesn't go away" Simba said.

Raka lowered her head _"Timon be careful"_ she thought.

"I think I know why Timon changed" Raka said.

"I know I heard what happened and I know what he was doing" simba said.

"You do?" Raka wondered.

"Of course" Simba replied.

"But I think maybe Timon did turn to the darkside" Ed spoke.

"Ed!" Raka hissed.

"Don't worry" Simba said "I already know" he spoke.

"How?" Raka wondered.

"Well he lied to me about not killing the rogues" Simba told her "Their was no one near the area besides Timon" he said "and not to mention I felt the dark clouds around him" Simba said.

"Besides my father told me about the attack and Timon's change" Simba continued "I just wanted to see how far he was and he sunk pretty far" he said.

"But he didn't turn to the darkside for bad, sometimes it's for something greater" Raka said.

"Like revenge?" Simba said.

Raka didn't answered.

"Look, I know Timon means well, but revenge is like a poison that can take us over and before you know it can turn you into something ugly" Simba said.

"Well even the good can fall" Raka sighed.

"I know" Simba said.

* * *

Back in the oasis five weeks later. Timon and Shenzi secretly got closer to another, Banzai became a good friend. The three were sitting in the eating station eating and talking.

"You guys have done well" Timon told them "You are ready" Timon smirked.

"We couldn't have done it without you" Shenzi smiled.

"I think you could, you just needed to find the motivation" Timon told her.

"Hey Timon!" someone called.

"What?" Timon demanded and looked up and saw Zazu.

"Simba demands you and your friends presants" Zazu spoke.

Timon rolled his eyes with aggravation "Fine" he grumbled, Zazu flew off.

"Lets go" Timon muttered.

"What are you worked up about?" Shenzi asked.

"When ever Simba sends that bird, it means it's serious" Timon told her _"Didn't take him long to find out, but my actions are final"_ he grumbled/ thought to himself .

* * *

Hours later Timon and the others were close to Pridelands it was almost nightfall, when Timon heard something.

"Help!" Timon heard someone call. Timon looked and sensed someone was close to death.

"Get to the priderock" Timon said.

"Can we can help" Shenzi.

"Yeah I want some action to" Banzai spoke up.

"Okay you want a test okay fellow me" Timon said before running off to the direction of the noise, with Shenzi and Banzai following. Timon looked over a hill and there was twenty rogue weasels beating a small otter to death.

"Okay I have had it with this basturds" Timon growled "lets go but lets not kill them" he said.

"Deal" Shenzi and Banzai answered.

"Lets go" Timon hissed before running down a hill at full speed, with Shenzi and Banzai right behind him. Timon approached one from the side and ramming into the side of a rogue sending him fifthteen feet to a large rock knocking him out. The rogues looked Timon and the other two meerkats.

"You" One growled, before he could react Timon was in his face and launched him off his feet with a uppercut to the jaw, out from the impact.

"Yep it's me" Timon hissed.

"Enough lets fight" Shenzi said.

"You read my mind" Timon smirked maliciously, with that they ran at the rogues.

(With Timon)

Timon ducked a slash from one and jumped up slammed a knee into the weasels chin, making it's head shoot back, then back on the ground he slammed a second kneekick to the rogues stomach making him double over, Timon slammed a kick to his temple, knocking him out. Timon tilted his head to a side and a fist went past his head, Timon crouched and brought up a foot and slammed a kick into a rogues chest, the rogue fell five feet away, well he was getting up Timon slammed a knee into the weasels face knocking him out. Timon turned and sidestepped a kick and grabbed the leg and threw the rogue on the the ground and slammed a foot into the weasel's stomach into another the both fell. Timon blocked a jab and a cross, threw a jab into the weasels nose breaking it and launched him off his feet with a thrusting frontkick to the midsection, winded. Timon got into a stance and ran at a bunch.

(With Shenzi)

Shenzi grabbed a attack out of midair and slammed a knee into the rogue's groin making him fall down defeated. Shenzi jumped over a rogue and on the other side, Shenzi spun and knocked one out with a spinning hookkick. Shenzi grabbed a wrist when a weasel tried to grab her hair, she stepped to the side what Timon had showed her and flipped the rogue on the ground, then knocked it out with a roundhouse to the head. Shenzi ran at a group Timon happened to running to.

(With Banzai)

Banzai fought 3 at once, at first Banzai thought he couldn't do it but remembered what Timon would do. He quickly knocked them out with a righthook to ones temple, a heelkick to a temple and a good hard headbutt to the face. Banzai jumped and did a 360 spinning kick to the side of the head of another. Banzai ran at a group where Timon and Shenzi were running at.

Timon, Banzai and Shenzi ran and jumped into the middle. Timon made two rogues flew with a fierce roundhouse to the side of one and a rearkick to the ribs of another, Shenzi slammed another rogue into another with a sidekick and knocked one out with a punch to the mouth, aswhile a tooth. The fight went by for 60 more seconds and the rogues were all defeated, Timon, Shenzi and Banzai nodded.

"That was fun" Shenzi smirked.

"Lets get out of here" Banzai said.

"I agree but first" Timon replied he walked up to one picked him off the ground "Okay where is Pimon?" he said.

"He is 50 miles from here with our clan" He told him.

"How many of you are there?" Timon demanded.

"5000" he answered.

"Great, a challenge" Timon smiled "Go back with your whelps and tell Pimon if he's so tough, then stop sending rogues and fight me himself" he said.

"Okay" The weasel spoke.

"I'm sorry I didn't here you!" Timon growled and slammed uppercut to the stomach doubling him over.

"Okay!" The weasel gasped in pain.

"Thats better" Timon said dropping him, the weasel's limped off fast, with the others. awhile later Timon turned to his friends.

"You guys did great" Timon smirked.

"We couldn't have done it without you" Shenzi smiled giving Timon a big hug, Timon gasped in pain and backed away from Shenzi.

"What are you hurt?" Shenzi asked.

"I will be alright, go on and head to Priderock I'll catch up" Timon said, they just shook their heads and headed off to Priderock.

When Timon was alone "What just happened?" Timon asked, then looked at the otter who was dying, then Timon walked over and looked down with pity and touched his forehead and used his energy to heal and save him, the otter got up and ran off before saying a quick thank you, Timon looked at his hands with amazement and disappointment "I wish I had that ability years ago, I could've saved every meerkat there" he spoke to himself.

"I think I will teleport there instead of walking or runing" Timon smirked, Then Timon focused and he disappeared from sight.

* * *

(Up in the Heavens)

Mufasa looked at the seen with Nina, Max and Lane.

"Hmm?, interesting" Mufasa spoke.

"Yeah, I think we found someone who can help Timon" Lane said.

"I'll speak with her" Nina said.

"Okay" they answered, Nina disappeared.

* * *

Shenzi and Banzai were walking to Priderock, when all of a sudden a ghost appeared infront of them, they both screamed with fright. Then the ghost took the form of a female meerkat.

"Do I know you?" Banzai asked.

"I'm Timon's mother, Nina" Nina spoke nicely.

"Im sorry for what we tried to do" Shenzi asked.

"Thats okay" Nina smiled "But I want you to do something for my son since he helped you" she said

"Anything" Shenzi answered.

"I need you to help my son" Nina said.

"I can't, no one can" Shenzi told her.

"Yes you can, when you hugged my son" Nina smiled causing Shenzi to blush "Did you hear him gasp with pain?" she asked, Shenzi just shook her head yes.

"Thats was because, his heart was healing but only a sintch" nina said.

"What do you mean heal?" Banzai asked raising a bushy eyebrow. Nina sighed sadly.

"I'm afraid my son lost himself to the darkside" Nina spoke sadly causing Shenzi and Banzai to gasp.

"It's true even if he could hide it from you, Simba and us can see through him and the darkclouds are huge" Nina said.

"But when you touched him, even though it was hurting Timon but your friendship was healing his heart, which I can tell it is kind of twisted and hardened" Nina spoke to her.

"So you think I can stop or help him?" Shenzi asked Nina.

"No I don't think you can" Nina said.

"Great" Shenzi grumbled.

"I know you can stop or help him" Nina smiled.

"Now I know where Timon got that from" Banzai smirked.

"Now go on and help my son" Nina said before disappearing.

"I will" Shenzi vowed.

* * *

When Shenzi and Banzai showed up to Priderock, Simba turned to them.

"Wheres Timon?" Simba asked.

"Oh shit" Shenzi and Banzai said at once.

"He tricked us" Banzai muttered.

"What do you mean?" Raka asked.

"He probably went to find Pimon and the other rogues" Shenzi groaned

"and it wouldn't be so bad if there wasn't 5000 of them" Banzai muttered.

 **"What!?"** Simba and the others shouted "and you left him?" he said.

"No he was with use 10 minutes ago but we ran into some weasels and we got into a brawl and after that when a rogue told him where they were he must've tricked us to come here" Shenzi said.

"and thanks to Timon's training we won" Banzai spoke but covered his mouth.

"What do you?" Raka started "He trained you behind my back didn't he?" she demanded.

"Nice one Banzai" Shenzi grumbled as she glared at him.

"Sorry" Banzai cringed at Shenzi's glare.

"I'll teleport him here at once" Rafiki sighed.

* * *

Timon teleported on a cliff where he decided to strike, his hunger for vengeance was too strong to be controlled. Timon looked and saw indeed 4000 rogue weasel and 1000 rogue ferrets down there and his hatred flared when he saw Pimon and Swifty standing on a big pile of rocks talking about something.

"So Swifty was with Pimon after all" Timon hissed to himself "Then both of them can die by my hands" he said. Timon, then teleported behind Swifty and Pimon and nasty smile grew. every Weasel and ferrets eyes widened when the saw Timon behind Pimon and Swifty.

"Uh P-Pimon?" one spoke with alarm.

"What?" Pimon demanded.

"Behind you" a ferret spoke, Swifty and Pimon turned around, Timon slammed a hard and viscous frontkick to Pimon's chest, making the meerkat grunt with pain and fall down the rock pile, then Timon grabbed Swifty by the throat and gave him a look so cold, it would've made the devil run for the hills.

"Timon!?" Swifty wheezed out from a lack of air.

"I should've know you take sides with Pimon, no matter he will see you later" Timon snarled.

"Huh?" Swifty got out.

"Enjoy hell!" Timon hissed and clenched his grip harder on Swifty's throat harder, then a snapping sound came from Swifty's neck and his body went limp, Timon tossed Swifty into the wall of the cayon. He glared at Pimon with such hatred blazing in his eyes, it made the rogues froze with fear, Timon walked down to Pimon.

"You've grown" Pimon hissed while rubbing the spot Timon kicked, it was still aching. Pimon swung at Timon with a righthook but Timon clamped a hand on Pimon's wrist with his right hand stopping it, Then nailed a fast and hard uppercut to Pimon's stomach making him grunt and double over in pain, Then grabbing Pimon by the chesthairs and yanking him forward and slammed two strong and hard jabs to the face, then grabbed Pimon's chest with his other hand and tossed Pimon on the ground, he tried to get up but Timon propelled him 10 feet back with a thrusting kick to the chest. Pimon scrambled up to his feet

"So this is what the wimpy meerkat became from the last time we met" Pimon hissed.

"And you haven't change at all, your still a thug" Timon hissed, Timon was right Pimon looked the same from five years ago, buff.

"Now you belive us?" the Ferret's leader said.

"Beliving is seeing" Timon hissed.

"You have balls coming here, I'll say that" Pimon spoke half hearted.

"You will find out soon, I'm full of surprises" Timon shot back.

"Attack!" Pimon ordered and the first twenty ran at Timon.

"BACK OFF!" Timon bellowed and the 20 flew off their feet and some slammed into the wall or into their comrades, when Timon used his telekinesis.

Then Timon moved at a unnatural speed and launched rogue after rogue with devestating punches and kicks either dead or seriously injured from the force of Timon's blows. Timon grabbed an arm and ripped it from a rogues shoulder, the ferret let out a horrible scream of pain, then Timon grabbed him by his neck with a hand and lifted him up.

"Oh i'm sorry let me put you out of your misery" Timon growled and slammed the rogue's head into a rock shattering the side of his head where he hit. Timon ducked under a strike of one and grabbed him and threw him into a rogue behind and grabbed a female rogue weasel by the hair and kicked a ferret into a wall hard with a thrusting kick and kneed the female weasel in the face knocking her out, Timon caught a kick with a hand and yanked the rogue in and clotheslined him and shattered his skull with a foot. Then the rogue's started to surrond Timon, but Timon kept on blocking and fighting sending each one flying, he wipped around and slashed ones throat and did a full body kick to ones chest and he flew into the cayon's wall, there was a sound of bones breaking and the rogue hit the ground, dead.

Timon the ran at a bluring speed past a row of rogues and they fell dead with slashes to the midsection and necks.

"Stop!" Pimon hollard to his comrades and they fell back "I will deal with Timon myself" he said, Timon just smiled evily.

"You have no idea how bad I wanted to do this" Timon told him "Now my wish came true" he said in a deadly calm tone, then he cracked his knuckles. Timon and Pimon circled each other like wolves, Then Pimon ran at Timon.

Timon got ready, he narrowed his eyes and tilted his head to the right to avoid a punch and sidestepped a kick aimed for his stomach, Pimon tried to hit Timon with a backfist but Timon blocked it by pressing his forearm against Pimon's elbow and punched Pimon with a rightcross to the jaw making his head shoot to the side, Then Timon grabbed Pimon and slammed his knee into his stomach and face several times, then Pimon blocked the eighth and pushed Timon off of him, but Timon jumped up and did a 360 spinning outside crescent sending Pimon to the ground and Timon kicked him in the side two times, and kicked him in the head, Pimon ducked the second and stood up. Pimon ran at Timon again, Timon got ready and when Pimon was in striking distance he threw a punch to his face almost breaking Pimon's rightside of his jaw, Timon stopped a rightcross by pressing the forearm into the crook of Pimon's elbow and slammed two viscous uppercuts to his leftside making Pimon double over, Timon then drove a knee into his face, Then Timon grabbed him by the hair his left hand and picked his head up and jabbed three jabs into Pimon's face breaking his nose and making blood fall from it, then Timon slammed a left uppercut in Pimons stomach making him gasp in pain, Pimon threw a punch but Timon caught his arm and flipped him over his shoulder and kicked Pimon away with a roundhouse to the side of head.

Some tried to help by trying to attack Timon, Timon blocked it and slammed his knee into his stomach doubling him over then looped a arm around his neck and jerked up breaking his neck, then jumped and knocked another weasel to the ground with a spinning hookkick, then stomped on the rogue's neck destroying it. Pimon came charging at Timon but timon spun and clothelsined him with a deadly crescentkick dumping him, Timon grabbed Pimon and hoisted him over his head and threw him twenty feet, then used his telekinesis to bring him flying back, then Timon propelled him ten feet to the side with a fierce roundhouse.

Timon heard a warcry and he turned and saw a rogue coming with a spear like stick, but Timon sidestepped and grabbed it and whipped around tossing the rogue off of it, then he telported infront of one and ran him through and pulled it out and impaled one from behind him anthe let go he jumped and wrapped his legs around a rogues neck he twisting he threw the weasel to the ground. He ducked under a punch and delivered a jaw breaking righthook, then struck the rogue in the sternum with a sidekick crushing his chest inwards killing the rogue. Then Timon teleported behind a rogue ferret and grabbed him in a chokehold then plowed one ten feet and headfirst into a rock with a rearkick, then broke the rogue's neck he had in his grasp, letting go.

Timon looked around and used his pyrokenesis to set fire five on fire, they fell writhing on the ground with pain he raised a hand and lifted them with his telekinesis and clenched a fist and their bodies blew up into pieces.

Timon looked at Pimon who was charging at Timon, Timon didn't stop this time he ran at Pimon full tilt and even plowed or knocked some rogue's down when they tried to slow him down he tossed five into a wall with his telekinesis killing them from the impact. When Timon reached Pimon he ducked a swing and tackled him to the ground punched him in the face several times with rhythm, then got one pried him off of him, Timon drove a ribbreaking elbowstrike into the rogues ribs doubling him over then Timon wrapped an arm around his neck and threw him over his shoulder and into huge rock knocking him out, Then Pimon seeing Timon was busy he kicked Timon's legs out from under him sending him on the ground, Pimon sat up and started to get up but Timon twisted and knocked him to the the ground with a roundhouse to the temple seeming to stun Pimon from the force, Then Timon grabbed Pimon by the chest and threw him into a wall hard, Pimon grunted.

Then Timon teleported to where Pimon was and picked him up off the ground and punched him in the mouth two times before ramming his knee into his stomach.

"You always had a thick head!" Timon growled/hissed, Then got clawed by Pimon leaving clawmarks, but Timon narrowed his eyes and slammed a viscious uppercut to his stomach making him gasp in pain then Timon placed a hand on Pimon's throat and clawed Pimon on his face leaving clawmarks of his own, then threw him into a wall behind him Pimon weakly got up and to his surprise the clawmarks on his face healed in seconds before disappearing completly, Timon smirked slightly.

"Doesn't feel good does it" Timon hissed.

"What the hell are you?" Pimon demanded.

"I'm death" Timon smiled with malice before walking towards him, he looked at how he was doing a almost a hundred rogues were dead in a short time.

Then Timon's body was covered with a weird red glow and he suddenly teleported infront of Simba, Nala and Simba's pride of lionesses and Rafiki and Shenzi, Banzai, Ed and Raka, were all giving him a stern look.

"Whats the big idea?" Timon demanded.


	10. Chapter 10 last restraint dropped

Then Timon's body was covered with a weird red glow and he suddenly teleported infront of Simba, Nala and Simba's pride of lionesses and Rafiki and Shenzi, Banzai, Ed and Raka, were all giving him a stern look.

"Whats the big idea?" Timon demanded obvious more annoyed than angry.

"So I guess you turning to the darkside isn't important info?" Raka spoke.

"Who says that I?-" Timon started.

"Caught the crap" Shenzi interrupted.

"Oh so now you taking sides with her?" Timon scoffed "Do you even care what I did to help you and the others?" he demanded.

"Yeah but you should've told us that you turned to the the darkside" Banzai said.

"Especially when nothing good comes of the darkness" Simba said next.

"I sense you were only playing when I told you a false tale" Timon told him.

"Yep I just needed to see how far you sunk" Simba said sternly.

"And you sunk far" Nala said.

"Even when I'm ten feet from you, I can feel the dark clouds that flow around and through you" Rafiki said.

"Do you know how dangerous that was?" Raka asked

"and keeping it to yourself was very unwise" Simba spoke, Timon was getting really irritated he pinched the bridge of his nose.

"Hey I didn't turn to the dark for evil things, I did it for the right cause" Timon replied sharply "and I don't care what you think (than looked at Raka and the others) or anyone thinks" he hissed.

"You should care" Shenzi snapped.

"I'm sure if Raka was not here you would've choose this path too!" Timon shot back "You have her and the others to help you, I had no one when I was growing up, but Ma and Uncle Max and those meatsacks took them from me" he said.

"We lost our clan but we didn't change the way you have" Banzai pointed out.

"Again someone made that choice for you, I simply took the only option I had, Vengeance" Timon hissed at him.

"And thats the reason why I didn't tell Mr. high and mighty over there" Timon added.

"Besides You may think I'm doing it for revenge" Timon told them "But it's my kind of justice, justice is balance; Pimon and Swifty and those rogues wiped out my clan and i'm just returning the favor, I was doing well until Rafiki butted in" Timon grumbled.

"Which brings me to my other qeustion what were you thinking trying to take them all at once?" Simba stated.

"I was doing well so far a hundred were dead and I already killed Swifty!" Timon snapped making eyes grow wide hundred were dead when Timon left "and I gave Pimon A sting he'll not forget and that makes me feel better" Timon smirked slightly seeing Pimon's new scars in his mind.

"Timon I wish You can hear yourself talk" Simba spoke "Your saying things you would've never said or even thought of" he said.

"And doing things you never would've done like killing, fighting or" Raka said.

"Lying" Shenzi snapped.

"What did you expect me staying the same cowardly and meek meerkat I was years ago after my clan was wiped out" Timon hissed "You know I'm starting to think you favor those rogues over me" he growled "and that makes me sick" he said clenching his fists, The thought of thinking that the others favored rogues over him was making Timon angry.

"Look" Timon said trying to control his anger "I'm sorry I'm not the same meerkat I was than, but get used to it because this is the real me for now on" he told them.

"I'm starting to get that now" Simba said with regret "So I've decided that I can't except another darkened soul" he closed his eyes.

"Timon Berkowitz you are herby Exiled from the Pridelands" Simba said with authority making everyone gasp with shock but Timon who was looking at Simba with disbelief, he felt something just stabbed him in the heart.

"Now Simba thats a little harsh even he did turn to the darkside" Raka said with shock.

"Raka the last Time a darkened soul was here the Pridelands died" Simba reminded. Timon couldn't belive it, probably his only friend was crossing him out, Then Timon's disbelief turned to anger, he glared at his old friend.

"Don't compare me to your swine of a Uncle" Timon snarled.

"You said you would be my friend no matter what and you betrayed me!" Timon stated with his anger growing every passing minute.

"Look I'm sorry but I can't be friends with someone who's dark" Simba told him, causing more shock to the others.

"Simba" Nala stated.

"Yeah that's a little harsh" Raka said.

Timon just stood there for a second with his anger slowly turning to rage, he closed his hands into fists and fire erupted around them everyone looked at the flames with shock and horror than looked at Timon and realized it was Timon.

"Timon what are you doing?" Simba demanded.

 **"SILENCE!"** Timon roared as loud as he could, the flames seemed to rise ten feet around them and some rocks rose up before falling back down, they all backed up from the magnitude of his voice and the anger in his face growing.

"You are going to regret dropping me as a friend Simba!" Timon growled, then Timon closed his eyes and using his abilities he turned of his fire leaving burn marks on the grass, then opened his eyes and to everyone shock, the slowly turned red and they were cold and harsh.

"Timon your eyes" Banzai said.

"Yes I know they do change when the darkness is in complete control" Timon said.

"Fool you just allowed the dark take complete access" A lioness spoke.

Timon glared at her with his new red eyes and using his mind control ability he looked at another "Shut her up" he said and the lioness knocked her friend out.

"Thank you" Timon told her then sense something in the distanse "now if you don't mind I have eneimies to kill" Timon said before teleported away.

"Rafiki" Simba stated.

"I didn't do it" he repleied back.

"Great now Timon is out of control" Banzai groaned "Now we cant help him" he said.

"No I promised his mother I'd help Timon" Shenzi insisted.

"Sire!" Zazu flew up to Simba.

"What is it?" Simba said.

"Big battle happening five miles from here between rogues and" Zazu started.

"And Timon" Simba groaned "Lets go we have to stop him" he said before placing Shenzi, Banzai ,Ed and Raka on his back and running off with Nala following.


	11. Chapter 11 Out of control part 1

Timon teleported 70 yards from the thousand rogues that were heading out to probably find Timon but Timon found them.

"Do you guys ever learn?" Timon demanded.

"Your just plan stupid to confront 1000 yourself" a weasel sneered.

"Don't antoginize him he's more powerfull than you can comprehend" The rogue's ferret leader warned.

"Wheres that bastard Pimon?" Timon hissed.

"He didn't want to come out till his scars is healed" The leader said.

Timon probed the ferret's mind and sensed it was the truth "What a wuss" he sneered.

"Get him" the ferrets leader said and the rogue's ran foward to Timon.

"It's killing time" Timon smirked wickedly then ran at them fast as a falling star, he slammed into one and smashed him into the ground ten feet away, then ducked under a strike and broke a weasels neck with a elbowstrike then clenched his hands on his skull and squeezed hard and it shattered like an egg. Timon and dilvered a jawbreaking uppercut to one's chin flying up five feet then Timon blocked a leg and delivered a ribbreaking sidekick, while the rogue doubled over Timon wrapped and arm around his neck and held him in a headlock and tossed him into two more, then using his telekinesis he jerked his hand up and down and the three shot to the sky and fell back down dead when the hit the ground. He punched another in the throat killing him instantly, he croached and spun and drove a rearkick into ones ribs followed by a thrusting frontkick to the chest breaking bones and killing the rogue. He rammed a deadly rightcross to the chest then a lefthook to the jaw breaking the rogue's jaw and sending him on the ground, then spun and slammed a spinning elbow strike to the temple, knocking the rogue out, then shattered it's skull with his foot.

He waved a hand and several rogue's blew up when Timon used his telekinesis and ripped a large piece of rock from the ground and used to smash 20 rogues with it. Then tossed the rock away with a wave, Timon caught an arm and threw the weasel into two more sending them to the ground, he spun and drove a backkick to the midsection of another sending the rogue flying ten feet away, he caught a fist of a rogue and crushed it, then picked him up and slammed him head first into the ground breaking it's neck. Timon set five rogues on fire with his pyrokinesis, then used mindcontrol on five so they were fighting and killing with Timon. Timon ducked under a kick and caught the rogue's leg with his arms and spun around and threw him headfirst into a rock seven feet away killing him, he teleported behind one and snapped his neck he grabbed one and teleported 50 feet and threw the rogue back on the ground killing the rogue from the froce of the throw and impact with the ground, then teleported back on the ground infront of one and slammed a ribbreaking uppercut to ones ribs and placed a rogue in a headlock and turned and kicked one away with a sidekick to the ribs and he lifted the rogue he had in a head lock over his and jumped and slammed the rogue on the ground with a piledriver breaking the rogue's neck, he rolled up to one and jumped and knocked ont to the ground with a punch to the face, and whipped around and slammed a front kick to ones midsection and chopped ones throat inwards and flipped up and slammed one to the ground with an axkick to the temple knocked out and kicked him into another rogue they both fell he grabbed both and teleported 50 feet and threw them on the ground killing them.

When Timon teleported on the ground he tackled one and rolled and sprung on his feet, he slammed both of his knees into two rogues sending them on the ground he jumped twenty feet up and landed on their chest's with his feet killing them. He jumped into the middle and countinued to fight and kill every rogue that tried to kill him, he sended one back with a rearkick and dropped and spun and clipped one in the temple with his heel and got up and propelled the rogue with a thrusting frontkick to the chest, breaking the bones in the weasel's chest and stopping it's heart. Timon used his telekensis to levitate ten feet up to see how he was doing he saw 300 were dead.

"Not bad" Timon told himself _"But I think it's time to cut loose"_ he thought, with that Timon used his pyrokensis to summon fire balls and using his telekinesis he tossed them at the grounds lighten many on fire, he dropped kicked one to the ground now the rogue's started to feel fear but tried to ignore it and charge at Timon with everything they had. Then Timon put every ability he had that was enhanced by the darkside and attacked them, he moved to each one with incredible speed tearing them down, he ducked under a weasel's strike sidestepped a kick and caught his leg, then Timon flipped the rogue over by his foot. He ducked under another punch and moved to the side and knocked the weasel out with a righthook and knocked one ten feet away along with five teeth with a sidekick to the mouth, and teleported behind another and wrapped and arm around it's waist and heaved him up and slammed him on the ground the ground cracked and Timon smashed it's face inwards with a foot. he picked ten up with his telekinesis and slammed them into the ground several times and tossed them into their comrades, Timon blocked a kick to the front and caught a fist in the jaw but punched the rogue who punched him several times before snapping the weasel's neck and grabbed one and tossed him over his shoulder and caught an arm with his armpit and drove a handstrike to the elbow breaking it He then wrapped an arm around it's neck and jerked up and broke it's neck.

Timon grabbed a rogue and whipped around and threw him yards away and slashed one's throat open with his claws, He caught a kick to the back sending him into a fist of another sending him to the ground but Timon swept the rogue's legs out from under him and flipped to his feet and teleported behind a rogue who tried to hit him and him around the waist and surplexed him and popped back to his feet to throw a frontkick to one's face breaking the weasel's nose and spun and knocked him down with a spinkick to the temple, he grabbed him and turned, Timon tossed the rogue yards away.

Timon turned and one slashed him on the face Timon caught it's next slash and twisting he broke the weasel's wrist, then blew the rogue up with his telekensis. Timon turned to the five that were fighting their allies he used with his mindcontrol and they were getting pumbled, Timon growled.

"How disappointing" Timon grumbled and pointed a hand, then using his telekinesis he stopped their hearts and making a huge wave he tossed them away 100's of feet up and yards away.

"You guys are pathetic!" Timon said as he fought more ferociously as his anger and hatred for these rogues grew more intense, sending them flying dead with broken bones and deap slashes. He sped past a row faster than they could blink and fell dead with slashes and puntures to the chest, Timon kicked one in the throat with a sidekick crushing the windbox inwards and punched the rogue in the chest with a rightcross causing him to fly back several feet.

"I don't know why I paniced when you came into my home the first time" Timon said to them as he continued to fight and kill the rogues. He teleported up ten feet to see 600 were dead, he did a diving kick to ones chest sending the rogue to the ground he used his telekensis to throw seven weasel's into their buddies.

"If I was the same meerkat I am now back then, he guys would've been dead before you even laid a hand on one" Timon spoke angry at somemore, If you were close to Timon's face, his rediris's seem to change. Timon's irises grew inch of black surrounded the red that seemed to glow brighter and fiercer with Timon's growing anger.

(With Shenzi and the others)

Rafiki went home but Shenzi, Simba, Banzai, Ed, Raka and Nala were running trying to find Timon and possibly tring to stop him. What they didn't no where. After awhile they stopped running and scanned the area.

"Jeez" Gasped Banzai "It's to bad we can't just teleport there" he grumbled.

"Yeah now I am jealous of Timon" Raka gasped for breath.

"Lets just find Timon" Simba said.

"How?, he could be anywhere" Shenzi said, she got her answer, when a rogue weasel landed infront of them. Banzai checked him.

"His neck's broken" he announced.

"Where did he come from" Raka asked shocked that a rogue fell infront of them.

"Incoming!" Shenzi bellowed, they looked up and saw five more rogues coming at them, they jumped back and looked to where they fell from.

"I'm think that way" Raka spoke, with that they ran to where the rogue's were thrown from.

* * *

Shenzi and the others arrived where the rogues were tossed from what they saw stopped them dead in their tracks. Timon was facing the last 30 left alive, Timon ducked under a weasel's strike and sent a ribbbreaking uppercut to his ribs and grabbed his neck, lifted him up and slammed him hard on the ground making spiderweb cracks appear, then Timon jumped over ones kick and came down with a elbow drop on the weasel's neck breaking it and Timon landed on the other's neck crushing it inwards. Timon stood and caught an arm and grabbed him and threw him 30 feet away, He caught a kick to the temple but Timon didn't even flinch and Timon kicked him in the ribs with a roundhouse followed by a sidekick to the midsection with the same leg the rogue staggered but Timon grabbed and pulled him into a powerful blow to the face breaking it's nose and followed by his jaw with a righthook, then threw him into another rogue they both fell down. He spun and drove a rearkick to ones midsection, then Timon jumped and spun and the rogues head was met with a hookkick to the temple. The rogue fell down hard on the ground and with a wave of a hand he used his telekinesis blowing their bodies up and burning the remains to ash.

He ripped a rock from the ground with his telekinesis and ripped to ten more large rocks and pummbled several rogues at the same time til they were dead then with a big wave he sent them at seven more at a shocking speed and smashed into their chests and heads killing them from impact. Timon jumped 30 feet and used his telekinesis to keep him hovering and he saw ony ten left he raised his hands and 9 lifted up and Timon glared at them.

"It's almost a shame that I have to kill you guys, almost" Timon spoke with a low tone "but you dug your own graves when you murdered my clan and family" he hissed and shot his hands up to the sky and the rogues rose up fast then Timon jerked them back down and slammed them hard on the ground dead, bones could be heard snapping.

Timon dropped on the ground and looked at the 999 that were all dead "You guys are such petty things" he growled, then he turned to the last one alive who was the leader of the ferrets, who looked about ready to soil himself. Timon approached him slowly but menacingly.

"One left for now" Timon hissed.

"Please I'm just following orders" The ferret spoke.

"Pimon, I pursume" Timon hissed at the name.

"He threatened my family that if I didn't help him kill you clan he was going to kill my family" the ferret explained.

"He mean you didn't have a spine to stand up to that trash you call a meerkat" Timon hissed "and you had the guts to kill my clan!" he snarled with the anger growing in his voice.

"I have my father and mother and my wife whos pregnant" The ferret "but then I praid to the kings to keep me and them safe" he said

"The kings can't save you from me" Timon snarled.

"But maybe they can save you from yourself" Ferret leader told Timon "I know there still good inside you" he said.

"You don't know me" Timon snapped.

"I know the devil has got your heart twisted with hatred and vengeance" The ferret said, Timon raised a hand and got his claws out.

"Can at least find someplace in your heart to forgive me?" The ferret asked.

"I don't have a heart anymore, it died with my clan" Timon told him.

The leader just smirked if he saw these coming "Thats okay because im going to forgive you for what your about to do" The leader of his clan said, as he dropped down to his knees compleltly at Timon's mercy. Timon was about to slash but somewhere deep within his blackened cold and stony heart, a small glimmer of compassion came through. He lowered his hand and said.

"Go back to your family sneak in and get your clan out" Timon told him.

The Ferret walked off quickly.

"Timon!"

Timon heard a familiar female voice, he turned and saw Shenzi and the others, they gasped when the saw the claw marks on his face and chest and arm but then the closed up and disappeared in seconds.

"What are you doing here?" Timon demanded.

"Trying to stop you from doing this" Simba said.

"Well your too late" Timon replied "Don't try to stop me thats your only warning" he said, Then Timon teleported away before giving Simba a cold look.

"Did you see his eyes?" Banzai spoke up.

"Yes they are now fully evil looking" Raka said.

"Come on lets clean this mess up and head home" Nala said, they shook their heads and got to work.

* * *

Timon had teleported to the jungle oasis, Then he went to his nest and flee fast asleep.

"1000 defeated and 4000 to go" Timon told himself "now they will see how powerful I truly became" he said darkly and estatically

"Ah Ha HaHaaa!" Timon's mad laughter rang throughout the night.

* * *

(Up in the heavens)

"I don't think Shenzi can help Timon now, the darkness in him is too potent" Max said.

"I know she can do it" Nina insisted.

"Lets hope your right" Lane told her.

"I'm always right" Nina replied.


	12. Chapter 12 Good inside?

It was high afternoon Shenzi, Banzai, Ed, Zazu and Raka were sitting in Priderock while Simba and the lionesses were out hunting for lunch. Shenzi told her mom and Ed that what Timon's mother wanted.

"So let me get this straight Timon's mother came and told you can set Timon free from the dark side?" Raka asked.

"Yep I was there as well" Banzai spoke.

"But how can someone be saved from the shadows of the dark side when it consumes them?" Ed asked "Because once it takes you over it will forever dominate you" he told them.

"Maybe there is a little good left in him" Shenzi said "He let that one ferret go" she reminded them.

"Yeah that's right" Banzai said "Maybe he's still good inside" he smirked.

Then Shenzi started to sing.

 _"Everybody has a lot of good inside them_  
 _And everybody has a little bad_  
 _Everyone is going to make you happy sometimes_  
 _And everyone is going to make you sad_  
 _They will trip on your tail, or tramp on your toes_  
 _Or knock you in a puddle_  
 _It is not that they mean to be mean, no, no_  
 _They are only in a bit of a muddle."_

 _"Everybody wants to do the right thing,_ _sometimes they do it all wrong_ (Whoa!)" Banzai tripped over a rock

 _"When they think your really weak and little"_ Raka sung  
 _They act like they awful big and strong_  
 _They stomp all around, and talk real loud_  
 _But it's just pretend_  
 _They're sticking their noses all up in the air"_ she sang putting her nose in the air.

 _"When they might just want to be friendly"_ Shenzi sang while tickling her mother, causing her to crack up.

 _"No one's only black or white"_ Ed sung.

 _"We're gold"_ (Simba) Raka started.

 _"Gray with dark stripes"_ Banzai sang.

 _"and light tan"_ (Timon) Shenzi sung.

 _"Sometimes we're wrong"_ Ed sang.

 _"Sometimes we're right"_ Shenzi sang.

 _"But mostly, we're somewhere in between"_ Raka sang.

 _"Everybody's got a dark side to 'em"_ Banzai sand.  
 _Everyone has a light side"_

 _"Someone that you care about can hurt your feelings And then he can make it all right_  
 _Maybe he's pissed off_  
 _Maybe he'll shout_  
 _Maybe he'll fill your head full of grim thought's"_ Shenzi sung

 _"But if you turn him inside out_  
 _There is good inside"_ Raka sang

"Yeah, Timon could be good inside" Shenzi said  
 _"Everybody is.._  
 _Good inside"_ she sang

 _"durr-durr, durr-durr"_ Ed sang

 _"Good inside"_ Shenzi, Raka, Banzai, and Ed sang at once.

"So you see Timon is not like Scar" Shenzi spoke "He didn't darken for a bad thing but a good reason" she said.

"Yeah he's just making bad choices" Banzai said "But with the best intentions" he said.

"Is that so" a voice spoke, they turned and saw Simba walking towards them with a stern look. He stopped in front of them, they shivered with panic, as they thought how Timon could not even quake of fear or panic from the whole Pride or facing 1000's of rogues, but they couldn't stop themselves from panic from one lion.

"Oh hey Simba" Banzai spoke meekly.

"I couldn't help but overhearing your conversation" "Simba told them "And I have to say I'm fairly disappointed in you guys, the worst things imaginable have been done with the best intentions" he said.

"But Simba, Timon didn't turn bad for evil" Shenzi said "plus don't you have other things to worry about like outsiders?" she asked.

"The dark side overtook Timon because he let it, he didn't even try to stop it" Simba said.

"The darkness only destroys and harms others, not build" He continued.

"But there is alittle good left inside of him" Raka explained "at first I doubted it but, Timon let that one ferret go, there is good left in him" she said.

"Why did you kick Timon out of the pride lands?" Banzai asked curious.

"Because Nala's pregnant" Simba answered.

"Are you kidding?" Raka spoke surprised.

"Nope, weren't you wondering why she was always hungry and out of breath when were finding Timon?" Simba answered. Then the meerkats had flashbacks.

"I get it, you wanted him exiled because you saw how deadly and scary he became" Raka glowered.

"Partially" Simba answered.

"If there's one thing that can penetrate his heart is a family threatened" Shenzi spoke next "I saw his eyes soften when he heard Pimon threatened that ferret's wife" she insisted "If he was completely evil like Scar, he would've just finished him off, but he didn't" she said "I know there is still light left in him" Shenzi told Simba.

"What about next time?" Simba questioned.

"Timon's mother came to me and said there was still light left inside him, and she thinks I can help him" Shenzi said.

"I don't want any of you near him he's dangerous" Simba ordered.

"You know what Timon was right we shouldn't have came to you" Raka glowered at him "And i'm even regretting for what I've said and did to him" she said "Besides I don't see you doing anything to the outsiders, like you promised" she hissed at the last words.

"At least Timon taught us to fight and survive" Shenzi glared also.

"But before Simba could reply "Sire!" Zazu cried.

"What is it?" Simba asked.

"The outsiders are being attacked!" Zazu spoke alarmed.

"What!?" everyone shouted.

"Take us there" Simba ordered.

"Of course sire" Zazu replied before flying off with the others following, But before could go any farther two figures appeared and couldn't believe who they saw.

* * *

 **(Try to guess who's attacking the outsiders and who appeared infront of them.)**


	13. Chapter 13 out of control part 2

(earlier)

Timon was sitting in a tree waiting for his dinner, Timon held a sharpened stick it was cooling off when he heard rustling in some brushes. He say a warthog, stomach had waited for hours for something, his stomach growled with intense hunger. he pressed his back against the tree and waited. Then the warthog came closer to the tree he was in. Timon quietly stood up and when the warthog was at the base of the tree, Timon jumped and plunged the spear like stick into the warthog, he never what hit him.

awhile later Timon sat near a small fire in his eating station roasting the warthog he caught. After it was done Timon ate it with the hunger rivaling a famished hyena, when he was down Timon was lying in a tree in the open looking at the sun setting when he heard something.

Timon teleported back in the jungle he peeked through a bush seeing what it was, he saw two lionesses walking buy being quiet he listened to what they were saying.

"Did you here that Simba's mate is pregnant?" one of them asked.

"No" the other answered.

"Well lets tell Zira about the news" The first one said.

"She will be pleased with this" the second agreed before they both ran off.

Then Timon came out of hiding with a determined look. he maybe not Simba's friend anymore, but if there was one thing Timon hated more then being rejected by who he thought was a friend was someone targeting someone who was defenseless. Then Timon thought what the outsiders did to his meerkat/hyena friends, ruined the life of the one he deeply cared for, maybe he should take down the outsiders because he knew Simba and the others weren't going to do anything till it was too late.

"I think it's time to get rid of the murderous savages once and for all" Timon glared to the direction the outsiders were going.

(Now)

Timon teleported into another tree next to them and stayed hiding. he teleported than a hollowed out log and looked through a hole and saw the outsiders he was following and they were heading to a huge hollowed like mountain hot wind blew around moving dust along a dry cracked ground. he saw one outsider go in the mountain but one stayed on guard. he looked out another hole and saw a long thick stick longer then him. He turned and glared at the outsider and using his telekinesis he jerked hard with his hand and slammed the lioness against a rock next to the log hard then tossed back where she was standing second ago.

"What happened?" she moaned in pain as she got up "who's there?" she asked. Then Timon came bursting out of the dried log, literally and glared at the outsider. The outsider flinched at the harsh gaze of Timon's piercing red eyes that seemed to glow like burning hot coals.

"Me?" Timon answered.

"Who are you?" She asked.

"My name is Timon Berkowitz" Timon said.

"Why are you here?" She demanded

"I wan't to talk to this Zira" Timon demanded.

"Not going to happen" The outsider hissed and sprang at him, But Timon just lifted a hand into a stop motion and using his telekinesis and stopped her, then mercilessly slammed her against the rock next to him and the ground hard and pulled her in and threw an uppercut to her chin knocking a tooth loose and back several feet. He picked up the stick he found with his telekinesis and brought to his hand.

The outsider swiped at Timon but Timon quickly jumped to the side and swung hard with the stick and smacked her across the face sending her flying ten feet and he jumped up and grabbed her by the shoulder and slammed her onto the ground and broke the outsiders nose with rightcross. The outsider got up weakly and looked at Timon with great fear.

"I'm going to say this one more time" Timon said with a low and deadly tone "Call this Zira lion if you want to live longer" he threatened.

"Fine" She said weakly, then turned to the mountain "Zira!" she yelled. after awhile 8 more outsiders came out and separated and a thin and slender lioness came out, she had a harsh look in her eyes.

"What?" Zira snapped.

"Someone's here to see you" she said.

"Is it Simba?" Zira asked.

"Uh no, but someone far worse" she answered.

"Very well bring him to me" Zira ordered. Then before the lioness could do anything she felt herself choking by a invisible force.

"I thought you said I will live if I brought her out" She gasped with pain.

"Whats wrong with you?" Zira demanded to the lioness.

Then a cold voice rang out "I lied" it said. Then the outsider's neck twisted on it's own and snapped, she fell dead on the ground.

"What the?" one started to say. Then a meerkat walked out from behind her and glared at the other outsiders.

"Who are you!?" one outsider demanded harshly.

"Which one of you is Zira!?" Timon ignoring her.

"Me" Zira answered before walking a foot in front of the other outsiders "what do you want? and make it quick" she snapped.

"And if your here because of Simba" she threatened.

"Nope" Timon answered

"I could care less about Simba right now" Timon hissed

"I sense some hostility" Zira smiled nastily.

"Months ago you sent outsiders to wipe out a hyena clan" Timon spoke ignoring her statement.

"And?" Zira asked.

"Four of them were my friends" Timon hissed.

"Oh that's right" Zira answered "and your friends with four of them?" she questioned.

"Yup ever since we were younger" Timon glared "you took them from me and your going to pay for it" he growled.

"You got nerve I'll say that" Zira noted "but you need to know when your in over your head" she hissed "Now leave while I still allow it" she added.

"I'm not going anywhere" Timon clinched his fist and narrowed his eyes at her "and another reason why I'm doing this you were plotting to kill Simba's mate, how low do you guys get?" he questioned.

"Fine don't say I didn't give you a chance" Zira replied "Attack!" she barked, the other outsiders ran at Timon.

Timon shot at them like a cobra, pummeling the outsiders with great speed and force. Timon jumped back to the side when one tried to swipe him and slammed her on the ground along with a tooth from right uppercut to the chin, and grabbed her by the tail and slammed her back and forth, then threw her as hard as he could against the mountain, bones could be heard breaking. Timon waved a hand and the outsider blew up, he grabbed one outsider by the head and slammed it down hard, then jumped and dropped a elbow on her mid-back breaking it like a stick and broke her neck with his telekinesis. He then trapped three in a massive ring of fire and closed the ring in and set the outsiders trapped on fire, they screamed with pain and torment as they died.

Timon teleported 3 feet back when a outsider tried to slash him, and quickly closed the distance and plowed her back with a rising uppercut to the chin and turned to the other and ducked and jumped back to a huge rock and grabbed it picked it up with a grunt he threw it as hard as he could at an outsider's when she dove at him breaking her face and neck from the force, he sprang at the other one just recovering and broke one of her front leg's and jumped up and broke her jaw with a righthook, then spun and slammed the outsider on the ground with spinning hookkick to the head. Timon landed lifting a hand, using his telekinesis he lifted her up and slammed her back hard two feet from him, Timon wrapped his arm's around the outsider's neck and squeezed hard as he could, seconds later there was a horrid snapping sound and the outsider went limp and Timon tossed her away from him. Timon turned to face Zira with a harsh glare with hate blazing in his eyes who was ten feet from him and found herself wishing just once in her life Simba was standing there and not Timon but shook it off.

"Any last words?" Timon snarled.

"What are you?" Zira demanded.

"I am death" Timon answered as he used his telekinesis and called the stick he found to his hand. Then Timon and Zira sprang at each other with murderous intent to end the other.

(later)

Zira laid on the ground beaten, bruised, and bleeding barely conscious but alive, she looked at Timon with one eye filled with pain and fear because one was swollen shut who had a now broken stick and breathing heavily with fury. He turned to the other outsiders that were dead and waved his hand blew the bodies to pieces and set them ablazed and they turned to ash, he turned back to Zira.

"I think Simba would want to her what you were trying to plan" Timon smirked maliciously, and grabbed her shoulder not so gently and teleported to priderock. Timon knew once you got exiled from the Pridelands and you don't come back, but Timon didn't care. he teleported unexpectedly in front of Simba, Zazu, Shenzi, Banzai, Ed and Raka who were running for some reason but stopped when he appeared it became very clear they heard about the outsider attack and were trying to stop him, but since they couldn't teleport they were too late as usual.

* * *

Shenzi and the other's just started to run to the Outlands, But before could go any farther two figures suddenly appeared and couldn't believe who they saw. One was a beaten up outsider and the other was a meerkat with bright and harsh red eyes.

"Timon!?" They all gasped.

"In the flesh" Timon answered.

"What are you doing here?" Simba asked "You know the rules" he said.

"Yeah yeah" Timon replied "Anyway I was just in the Outlands when I heard something very interesting" he said, Then glanced at the down form of Zira.

"You want to tell him?" Timon said "or do I have to" he threatened.

"Tell me what?" Simba asked "Zira" he hissed.

"Your friend is a Psycho!" Zira cried then Timon jerked a hand down using his telekinesis and slammed her on the ground hard.

"That wasn't it" Timon snarled "Tell him the truth!" he barked as he created a ring of fire with his mind, then used his mind control ability to make her tell the truth.

"Okay I made a plot kill your mate!" She cried, the Timon turned the flames off and stopped his mind control.

"That's better" Timon replied.

"Is this true Zira?" Simba demanded "Just you?" he asked.

"Of course not Simba, I was going to bring my whole clan but that diabolical meerkat killed them" Zira said, Timon glared at that but ignored it and didn't say anything.

"What were you thinking Timon?" Simba demanded.

"To get rid of the outsiders" He answered simply.

"I meant why, haven't you spilled enough blood?" Simba asked.

"Nope not until Pimons dead" Timon said and to prove his point he lifted a hand and Zira floated off the ground.

"What are you doing you said you will let me go If I told the truth" Zira protested.

"I didn't say that besides you were the one that killed Shenzi's clan along with the other outsiders" Timon said.

"What!?" Shenzi, Raka, Ed and Banzai Yelled outraged.

"You were the one killed my clan!?" Shenzi yelled.

"Yep" Timon answered her question, before Zira could or lie about it.

"And You wiped them out?" Simba demanded.

"At least I did something, You weren't raising a paw like you promised them" Timon pointed with a thumb but Shenzi and the others while still maintaining his focus on Zira "you were focused on trying to stop me from ending Pimon" Timon pointed out with a stern glare.

"You did promise me you two-faced meerkat" Zira protested then got slammed on the ground again, then clenched his hand as if he had a hand wrapped around someone's neck and Zira felt like she was being strangled by an unknown force for awhile then it stopped.

"Careful your already on thin ice as it is" Timon warned "and about the letting you go" said, before narrowing his eyes at her.

"I was lying through my teeth" Timon spoke with a low deadly tone and clenched a hand into a fist and grunted and Zira blew up and burned to ashes "You will never harm anyone ever again" he snarled. He glanced at Shenzi and the others, his gaze soften.

"You guys are safe now" Timon "No one will ever harm you again" he said, then turned back to Simba.

"And you should be thankful to, I stopped her from killing Nala before it was to late" He continued "And I would never harm your kid in anyway, and honestly I feel insulted that you would think that" Timon added.

"You still violated one rule about returning to the Prideland when banished" Simba said "and you know the penalty for it" he told Timon, Timon's supporters went wide eyed with that.

"Uh hello Simba" Timon with fake humor "I was under ground basically all my life and didn't see the light till I was grown up" he said.

"Uh Timon?" Banzai spoke "It's a death penalty" he said, Timon started to chuckle causing confusion.

"How is that funny?" Raka demanded.

"Yeah of all the time you choose to laugh you choose now?" Shenzi added.

"nothing has the power to destroy me, I've become the strongest meerkat to live who not only has his own independence but also the hardest to kill" Timon told them.

"Need I remind you I already was close to death's gate, and I survived" Timon pointed out, than focused a glare at Simba.

"You know I think you make a pathetic king" Timon spat causing everyone to gasp "and you wouldn't be king if it wasn't for me" he said.

"What are you talking about?" Simba demanded.

"Think back all those years, when you were just a cub" Timon started "You must had sensed a presence in the elephant grave yard besides you and Nala" he said. Simba looked back when he was younger only a cub, he did sense someone other than him and Nala. Then Simba looked at Timon with shock.

"Now do you get it, yes I was there" Timon spoke "I was the one who told Zazu that my friends had you cornered" he continued pointing to Shenzi and the others.

"Wait you were in our home" Shenzi spoke up.

"Yup I had to cross through your chasm and graveyard just to get to the oasis" Timon said "and that blazing gorge where your father got murdered" he continued causing everyone to go wide eyed.

"And who was the one who took you in when you passed out from exhaustion?" Timon questioned.

"You did" Simba said.

"Thats right I helped Pumbaa raise you" Timon glared "I was the one who helped you overcome your nightmares" he said "I was basically with you your whole life lurking in the shadows" he told him.

"And If I hadn't brought you in you wouldn't have lived or got you home back if I wasn't there either being a distraction" Timon hissed since his anger was starting to grow.

"All this time you were there by my side" Simba asked.

"Yes and know you want to kill me or at least try" Timon spoke.

"But you didn't even try to stop your darkside from taking you over" Simba told him "It has twisted your mind into a terrible direction" he said.

"I did try to stop it!" Timon snapped.

"You did?" Banzai asked.

"Yes" Timon answered "But it was too strong for me to stop by myself" he said.

"Then let us help you" Shenzi told him.

"Don't you see no one can help me now, i'm passed from being helped like Simba told you" Timon told her "I'm now the only thing he wants to get rid of" he said.

"You think I want to, you may have changed inside but I only see who was once a good friend" Simba spoke "But as king I can't allow a friendship to pause me from my rule and let a threat go" he said.

"Well at least I can keep a promise" Timon told Simba "I may not be the same meerkat I was years ago but I still know how to keep a promise" he glared "At least I handled one problem and Pimon won't soon be one" he said.

"Sorry I can't let you kill another life" Simba sternly causing Timon to grit his teeth.

"Don't you dare try to protect that messed up meerkat" Timon growled "If your not with me then your my enemy" he narrowed his eyes.

"And I will take down anyone who gets in my way" Timon snarled with his glare increasing, then turned to the Shenzi and the others _"Anyone"_ he hissed but his eyes softened a bit when he looked at Shenzi before hardened again.

"So do yourself's a favor and stay out of my way since there is no one but me and no one to hold me back and I will not have whom I thought were my friends stop me either, so this is my last warning, **Back off** **or you can share the same fate as the outsiders and what Pimons is going to be!"** Timon raged, then he teleported away before anyone could say or do anything, Simba thought of something and turned to Shenzi.

"Why are you looking at me?" Shenzi demanded.

"I think I might have a plan that could work" Simba said.

"What?" Shenzi asked.

"Since he trusts you more than me, maybe you can get close to him to discover his weakness and exploit it because everyone has a weakness even the strongest" Simba told her.

"Than once you go back in your normal form" Simba said "None of you are going to like this and he will probably hate me for eternity..." he breathed and closed his eyes.

"I want you to kill him" Simba he told her causing Shenzi to gasp as while as Banzai, Ed and Raka but little did they know Timon was listening on the very top of Priderock, hearing everything before disappearing.

* * *

Timon teleported back in the oasis with angry look, he whipped around and started to slash deep slashes in a tree with his claws.

"I should've let him to die all those years, I basically raised that boy to what he is today and this is how he treats me" Timon hissed, he walked to his training ground and walked up to he's leafbag and started to pumble the bag with his fists and feet venting his frustration and anger "Figures I never had friends to begin with, but hey I guess I learned that the hard way more than once" he grunted as he started to punch the bag harder and harder, the bag was denting inwards badly with each blow.

"It seems like the only thing that I ever had me, Ma and Uncle max and my own shadow" Timon hissed and grunted as he continued to punch the crap out of the bag like it was a enemy, then Timon's fist plowed through the bag sending chunks of grass tumbling out when he pulled his fists out then as hard as he could he threw a punch to the center of the bag and it snapped off the vine holding it up and flew into some trees before exploding against a tree.

"Grr!" Timon growled, then stomped off to the mountain that was in the middle of the oasis and climbed it to clear his mind but this time it wasn't working for the first time in his life Timon had never been angry or enraged even at Pimon than he was at that moment, he was starting to see red Timon clenched his fists so tightly they cracked then he raised them in front of his face, then rocks and smaller trees started to rise up when Timon's telekinesis began to spike then suddenly

"Grrahha!" Timon let a scream of anger and fury to the sky you could hear from the realm of kings a wall of flames erupted from four feet behind almost reaching the sky and several large trees were torn out of the ground as while as some huge rocks, then thrusting his arms out and down the flew in different direction, then with enormous effort he stopped it, he sank to his knees breathing heavily and seething with anger.

Then Timon still felt the need to hit something and he knew who then teleported away.

* * *

Shenzi couldn't believe what she just heard nor the others but she heard it right.

"You want her to do what!?" Raka demanded before Shenzi could.

"Yeah that's just low" Banzai snapped.

"I can't do that, Timon is my best friend who helped not only just us but you also, he stopped that messed up lioness from killing your mate" Shenzi glaring at Simba.

"Or was he really doing it for himself?" Simba questioned.

"So what if he did, the outsiders are better off dead" Raka shot out.

"And like Timon said he wouldn't harm your kid" Banzai pointed out.

"and not only that he's way too strong for anyone even a king to stop" Shenzi continued "He would kill me then the rest of us" she told him.

"He still has a small soft spot for you something tells me he wouldn't" Simba told her

"I'm not going to turn my back on Timon like you did with him" Shenzi fiercely.

"Okay enough" Simba ordered "Are you going to do this task or not" he said.

"Fuck no!" Shenzi barked.

Then before anyone could say anything, Simba saw something in the distance "What in the name of kings is that?" he asked the others turned and gasped. There was a massive fire so high it was reaching the sky, then it suddenly stopped.

"Whatever it was, it seems very angry" Banzai stated.

"Wait a minute that's where the oasis is" Raka said alarmed, then suddenly she felt strange "is anyone else feeling funny?, I'm feeling tingly" she asked.

"Now you mentioned it I am to" Shenzi answered when the same feeling started to rise up in her aswhile, then she groaned as the ground seemed to get farther away as the world started to come closer, Shenzi looked at her hands which were now turning back into paws, her feet changed into paws and her limbs started get longer and felt her tail shrink and her neck expanded and became longer, her body got bigger, then the tingly sensation stopped.

"What happened?" Shenzi asked when it was done.

"Take a look for yourself" Simba said pointing to a puddle with a paw. Shenzi, Banzai, Ed and Raka looked and saw they had turned back into hyenas.

"I think since Timon said the outsiders were gone and were now safe, I think what ever spell Mufasa cast on us wore out" Raka explained "and now were back to our old-selves" she said.

"I don't know if I like that" Simba spoke.

"Were not going to cause any trouble, Timon changed us because he saw not enemies but maybe someone who needed help and could maybe be his friend, then he started to do something no meerkat would do Timon began to trust us" Shenzi told Simba.

"Yeah he is not like any meerkat we've seen, he's fearless and strong" Banzai spoke.

"Okay lets get out of here before the other lioness see us or try to kill us" Raka suggested "and have this conversation somewhere else" she said. Then with that the ran off in the distance and Simba walked back into Priderock.

(hours later)

Shenzi and the others ran back to the oasis as fast as they could, it was nightfall when they reached it and then they entered and slowed to a walk.

"Thank you Timon for working on our endurance" Shenzi spoke, then they started to look for Timon. Each hyena took off in a different direction then met back up in a opened place surrounded by trees.

"Timon!" Shenzi called, then a loud flash like noise rang out from ten feet behind them.

"What are you doing here?" A cold voice rang out, they whipped around and looked at the owner of the voice and were suddenly scared even if they did turn back into hyenas for it was Timon, his arms were covered with blood some was smeared down on the leftside of his face and he had a dark look in his red eyes.

* * *

(Earlier with Timon)

Timon teleported to the same canyon he was before he looked and saw hundreds of rogue weasel's, they were standing around talking to one another. Timon teleported in the middle of them in a combat stance, they backed up several feet away from him at his sudden appearance.

"Y-you" one spoke with fear, when he now had red eyes blazing with unbridled hate which was new to them. Timon teleported up to him and punched a deadly punch to his chest crushing his ribs and heart, he slammed into the well dead.

"That's me" Timon growled and didn't wait and suddenly moved on to another rogue and grabbed him by the throat and snapped his neck, he tossed him into another they both slammed into the wall hard out from the impact. Timon whipped around and several around him blew into pieces and five were consumed by fire, they screamed as they died.

"Come on you cowards fight back!" Timon ordered with that the started to charge "That's better" he said as he blocked a punch and kicked one of his ankle's with a sweeping motion sending him on the ground hard, he whirled around a kick and slammed him into another with a rearkick to the side, he ducked under a wild punch and shattered the ribs on the rightside with a right uppercut and broke a jaw of another with a spinning hookkick, he launched another one with a uppercut to the chin, he used his telekinesis to stop him and slam him into the wall killed from impact he used. Timon fought four at once they threw each move with everything they had but, Timon blocked a righthook and broke ones nose with a palmheel strike, he blocked another's kick with his right leg and took him off it's feet with a thrusting frontkick to the chest and he ducked under a high kick to the head and grabbed a ankle of the balancing leg and yanked him off his feet sending him crashing on the ground he whipped to the side while still grabbing the ankle and threw him into a approaching rogue from the side, then grabbed the face of another and kicked his legs out and slammed the back of his head on the ground breaking the back of it's head, then jumped up five feet in the air and came back down fast dropping one with a dropkick, then kicked him into three more sending them all on the ground then lifting a hand and used his telekinesis to slamming them over and over on the ground without mercy, then against the wall of the canyon where bones could be heard breaking with each hit then tossed, then Timon whipped around and waved his hand with a swiping motion and the four slammed into the wall with full force head first dead from impact and fall down with caved in heads.

Timon got into another stance, he blocked a punch with his palm, then he grabbed the wrist and stepped and twisted the arm with his left hand and slammed his right elbow on his shoulder breaking it, Timon then grabbed his neck and broke it. He caught a fist of a rogue with a hand and twisted broke his wrist, then stomped down at an angle and broke it's knee the rogue fell, Timon jumped and slammed a knee strike to ones face, then wrapped an arm around his midsection and slammed the rogue on the ground hard, then thrusted a fist against it's chest killing him.

Timon spun and knocked one against the wall with a rearkick to the ribs breaking them, then used his telekinesis and slammed the rogue's head against the wall hard denting it's head inwards, Timon ran at a five and took them down one by one, he knocked one out with a righthook to the jaw and shattered it's skull with his foot then slammed one into another with a sidekick to the chest sending them both on the ground, Timon made a pushing motion with a hand and the two went skidding against the wall and Timon waved at a tower of large rocks and grunted, the tower fall on them crushing them. Timon spun and drove an elbow to ones temple knocking it out, he grabbed one by the face after blocking a punch and squeezed hard and crushed the rogue's head blood squirted on the leftside of his face, he let out a yell of anger and dozens were either let on fire by pyrokinesis or blown to pieces by telekinesis, only two were left and the started to turn to run but Timon teleported in front of them and forming two spear hands he thrusted them through their chest's hard sending clear through, then pulled them out, blood was covered up to his shoulders, since they went clear through their backs to.

Timon heard yelling and turned and several running at him, it became clear some more heard the fight and decided to help, Timon just raised a hand caught one a female rogue weasel by the throat since she was the closest, then lifted his other hand with a stopping form and stopped the remaining six with his telekinesis and ripped their bodies apart with a swiping motion and crushed the females throat with his hand and dropped her. Timon heard running noise he hid behind a boulder and looked and saw a rogue weasel a foot away from the boulder with his back turned, he snuck up behind the rogue and wrapped an arm around it's throat and clamped a hand over it's mouth when it tried to gasp and pulled him on the ground.

"Where is Pimon?" Timon snarled in his ear.

"Giving orders to an army of 100 to take out Timon" The weasel said not seeing who it was.

"That's better" Timon hissed, then twisted his arms and broke it's neck.

Then he marched into another space filled with twenty weasels talking but stopped when Timon appeared from the shadows, then they all dropped into fighting stances, the ten more arived. Timon cracked his neck and moved forward.

(hours later)

Timon walked over to the wall of the canyon leaving a 30 bleeding and broken and dead form of rogue weasel's, once he got to the wall Timon climbed it all the way to the top and stealthy walked across the top. It was nighttime when he came across Pimon who was standing on a pile of big rocks he had permanent scars from their first encounter, which made Timon feel better, Timon looked to see if their was any ferrets left but their wasn't nor was their leader which mean't they disappeared without Pimon knowing.

"It would appear I had misjudged Timon's strength, he is really tough to kill and years ago it revealed it when I threw him over a 200 foot waterfall " Pimon spoke "and it would appear the ferrets were scared off leaving only 2000 of us but fear not even Timon's not invincible" he said.

"And your still having others fight your own battle instead of facing me yourself, it proves the coward you truly are!" a voice yelled, Pimon and the 2000 weasels turned and looked to see Timon glaring at Pimon.

"I'm no coward!" Pimon barked.

"If that's so then how come you were hardly showing up?" Timon asked humorlessly.

"I can take you out anytime i wish" Pimon shot back.

"Then get rid of your bag of wimps and face me yourself" Timon ordered pointing at the weasels.

"Not gonna happen" Pimon answered.

"Thats what I thought, a coward" Timon replied, then Timon teleported infront of the 2000 weasel.

"I'm going to say this once leave or die" Timon threatened but they just charged Timon jumped 5 feet backwards "Figures you guys never learn" he muttered. Timon ran and teleported in the middle and let out a yell of fury a thousand rogue's were thrown hard into the walls knocked out, Timon used his mind control on 100 rogues.

"Kill your friends" Timon snarled forcefully and just stood and watched the 100 rogue he controlled were fighting and killing their friends after awhile the fighting stopped almost everyone was dead but seven out of the 2000 were left frozen in fear, Timon just stalked over to them with murderous intent in his red eyes.

"Wait please spare us!" one pleaded.

Timon came close to his face "leave and never near me again, no get out of here before a loose the sense of reason I have left for you" Timon hissed, then the seven ran out as fast they could. Timon turned and looked at Pimon who was glaring back.

"I'm going to head back now but I will come back maybe tomorrow night" Timon told him "So you better prepare yourself" he said.

"Fine run away like you always had in the past" Pimon hissed.

"I'm not running I'm taking a break I'm a little tired" Timon glared "but don't worry about me worry about yourself" he said "and i'm not going to use my supernatural abilities, i'll fight you fare en square" Timon promise.

"Fine, i'll be waiting" Pimon narrowed his eyes and Timon narrowed his own and teleported away.


	14. Chapter 14 the plan, last fight, peace

Since Timon knew Pimon was alone that he could relax a little, he teleported back in the oasis and infront of him were his former friends back in hyena form.

"What are you doing here?" Timon asked coldly, they turned to look at him with fright.

"Timon!?" Shenzi spoke.

Timon just rolled his eyes "Who did you think it was, this is my home and I'm the only meerkat left" he said, then narrowed his eyes.

"But you didn't answer my question" Timon told them "What the hell are you doing here?" he asked.

"Looking for you" Raka answered.

"Hmmp" Timon grunted "Didn't I tell you once you've turned back you can you can never come back?" he questioned "This is a predator free environment" he told them.

"We just wanted to talk" Banzai told him.

"If your trying to keep me from ending Pimon well you might as well leave now" Timon told him "Besides your probably trying to find my weakness but I have none" he said.

"What are you t-?" Shenzi started.

"Don't bother denying it I heard everything Simba told you" Timon told them causing their eyes to widen "that once you find my weakness you exploit it and kill me" he hissed.

"You were watching?" Raka asked.

"You better believe I was" Timon snapped "But that would be serious mistake" he said.

"I should've just left him in the position all those years ago, I never should've brought my clan here" Timon hissed.

"You don't mean that" Raka said

"Yes this once I mean what I said" Timon replied.

"If you hadn't Simba wouldn't reclaim his home and Scar would be ruling still" Shenzi told him.

"But I can't be distracted by a lifelong friendship interfere with my work" Timon imitating Simba which would've been funny if it wasn't serious.

"He didn't mean that" Shenzi tried to expalined.

"You dare to excuse me of mishearing" Timon hissed "I heard exactly what he said" told snapped at her "Now get out of here I have to prepare myself for tomorrow night" he said, then he walked off when he was gone.

"Well that could've gone worse" Banzai said.

"Lets get out of here" Raka said.

"Yeah he keeps getting worse and worse the more corrupted he gets" Ed agreed.

"No I'm going to fulfill Nina's wish" Shenzi said before running off to where Timon disappeared.

"Fine we'll wait" Banzai replied.

* * *

Timon climbed up to the top of the mountain in the middle of the jungle, he sat at the very top of peak and looked out over the jungle. Timon for the first time felt lighter knowing once his enemy Pimon was dead he would finally stop being fighting and live his life. But then a thought came into his mind even if he did finally finish what he worked so long to do since he was wanted he thought of running to another place like in the mountains he could climb or teleport there, but then again Simba wouldn't stop till he was dead, Then Timon started to get tired and fell asleep right on top of the mountain.

Timon woke with the sun flashing in his face Timon groaned from the suns rude awakening, he sat up and stretched bones cracked and popped, then he started to meditate and had flashes of a vision. _In his vision he was laying on the ground with Shenzi standing over him with blood around her lips and had a sad look on her face._

 _"I'm sorry please forgive me" Shenzi said before her mouth came down on him with a deadly bite_ and Timon snapped out of his vision with a start.

"Well that could complicate things" Timon muttered "me dying at the jaws of my once new friend" he grumbled, but then Timon thought of something the reason why Simba wanted the hyenas doing his dirty work because he still didn't trust them completely.

"Well this is my life shouldn't I live the way I want" Timon added "I have the power to make things right and Simba wants to stop me?" he said. Timon climbed back down the mountain with the same prowess coming up. Timon then came into his training grounds and started to train, throwing every single move he knew like his life depended on it, he did 200 push ups, 100 situps and 145 pull ups after a couple of hours Timon went and cooled off in a stream, he got out and dried off. Then he went into his eating station where he started a fire and cooked a huge hunk of meat and cooked till the meat was juicy, Timon got a barkplate and using a sharp claw he flicked on his finger, he cut off a chunk of meat and ate it then did the same thing countless times.

 **"BBBBRRRUUUAAAPPP!"** Timon belched out loud, Then after a 30 minutes Timon heard a twig snap and a rustle of bushes Timon got up and dropped in a combat stance, he looked and saw Shenzi came out, Timon let a growl of frustration and relaxed but stayed in his stance.

"Oh for, Shenzi!" Timon groaned "How did you find me and what are you doing here?" he was still on edge after his vision he had.

"I just heard you burp 30 minutes ago and two I smelled fire" Shenzi told him causing him to curse to himself he should've bean more quiet and should've known better to set a fire when there was hyenas in the jungle looking for him "and I just want to talk" she said.

"About what?" Timon asked "trying to make me see reason" he snarked.

"Is this anyway to treat a friend?" Shenzi questioned.

"Oh where are my manners help yourself" Timon gestured to the half eating meat, he backed a few feet back when Shenzi came closer and started to eat famishedly.

"And I really don't have any friends anymore" Timon spoke causing Shenzi to do a spit take, which would've hit Timon if his reflexes weren't good as they were.

"Don't say things like that" Shenzi scolded "You may not have Simba or your meerkat friends but You still have me" she said, This really confused Timon.

"You still consider me a friend after things I've done?" Timon demanded recalling all the lives he had taken on his quest for vengeance.

"Of course I do, I did terrible things but you still took me in" Shenzi reminded.

"But your deeds pale in comparison to things I've done" Timon told her "I've seen fear in yours eyes when you were watching me fight and kill" he said "I thought hyenas were the ones that were fearsome not fearfull?" he asked.

"Even were afraid of something" Shenzi insisted.

"Better eat your meats getting cold" Timon told her which she listened. But then something was keeping him from getting too close, Timon didn't know if it was because of his vision or he didn't trust her.

"Why are you standing over there?" Shenzi asked noticing he was a few feet away.

"If there is one thing I still have a sense with is never get between a hyena and their food" Timon told her.

"Hey! I don't act like that" Shenzi spoke defensively.

"Why you getting defensive then?" Timon smirked, Shenzi just ignored him and finished the meat she was eating.

"Okay thanks for the snack and i'll be going" Shenzi said before walking off.

"Kay by" Timon replied thinking she was gone "Phew" he said.

"Ah ha!" Shenzi's voice yelled out, causing Timon to jump into a stance he got out of it rolling his eyes, Shenzi walked out of a bush "You were trying to make me leave by feeding me" she scolded.

"No I was just trying to keep you from being hungry" Timon lied.

"Do you honestly think you can deceive me after I already been deceived?" Shenzi questioned.

"You would be a fool if you did" Timon pointed out "what ever business i have with Pimon doesn't concern you or the others, It's mine" he snapped.

"Why are you getting angry with me?" Shenzi demended.

"I don't know, because maybe you were trying to stop me from going after Pimon like the others, this is true justice" Timon hissed.

"What your doing is far from the line of justice, this is revenge" Shenzi insisted.

"Your sounding just like Simba" Timon hissed

"Simba's right haven't you spilled enough blood?" she asked.

"I really don't care anymore" Timon interjected.

"he and the others were right there is really no light left in you" Shenzi said.

"I don't want to hear another word about Simba" Timon bared his teeth "He turned his back on me don't you turn your back on me" he said.

"I don't know you anymore" Shenzi sadly spoke.

"You don't know me, you just only recently been with me, you don't know me at all" Timon snapped

"I know the rage the drives you" Shenzi tried to say.

"No you don't" Timon told her "what drove you pales in comparison what fuels me" he said "if you did you would've gone after those outsiders they way I went after those rogues" he pointed out.

"Your right I don't" Shenzi told him "But the Timon I met when I was a meerkat was still there, now all I see" she started.

"Go on say say it" Timon told her

"Is a monster" Shenzi said.

"You know I have been called that many times, I honestly lost count it won't faze me" Timon told her "I really don't really care what anyone thinks about me anymore" he said.

"You know Simba is not going to stop till your dead" Shenzi reminded.

"I'll just disappear again like I did before" Timon told her.

"You think You'll get far when your wanted?" Shenzi asked.

"From the things you've done in the past I'm surprised your not wanted" Timon shot out.

"You've been spying on me?" Shenzi demanded.

"No I've heard rumors about you" Timon told her.

"Which their going to have rumors about you" Shenzi pointed.

"You have any idea many lives I've made better for some not just me?" Timon questioned "and if you of all can't see that then your no different from Simba" he told her.

"Of course I do, I just want to know if there is still light left in you?" Shenzi told him.

"I think you already know" Timon stated.

"You mother came to me awhile ago, and said there was still good left in you if there wasn't you would've killed everyone you cared about" Shenzi said causing his eyes to widen at the mention of his mother.

"Hmmp" Timon grunted "My mom seems to trust you but Simba doesn't" he spoke.

"What do you mean by that?" Shenzi asked.

"Well even a blind meerkat can see he doesn't trust you completely" Timon told her "Thats why he wants you to do his dirty work" he sternly pointed out.

"Isn't that all you wanted to live in a life in the pridelands?" Timon asked.

"How did you know that?" questioned Shenzi.

"I could sense you were happy there" Timon told her "I can still sense happiness from others" he said.

"You may not have avenged your clan but I can bring you peace" Timon told her.

"How?" Shenzi asked.

"I have a plan" Timon told her.

* * *

 **The plan**

Shenzi, Banzai, Ed and Raka teleported back to priderock thanks to Timon.

"Whoa he teleported us all" Raka said, then Timon appeared.

"The dark-side is a pathway to many abilities some claim to be unnatural" Timon told her keeping his voice down "remember the plan" he told Shenzi, she nodded sadly. Raka, Banzai, and Ed nodded, they all fell on the ground pretending to be knocked out.

"Don't come in my home again!" Timon spoke loudly so Simba could hear and minute later, Simba came running out of Priderock and gasping seeing the hyenas on the ground and Timon.

"This is what happens when you try to turn my old friends against me!" Timon yelled in anger then teleported away, then Shenzi and the others got up and let out a pretend groan of pain.

"What happened?" Simba demanded.

"Well we tried to find a weakness he has none, then he found out and he attacked us, for a second I thought he was going to kill us" Shenzi told him.

"He crossed the line" Simba said severely.

"Maybe you did first, you turned your back on him and used us to find a weakness" Banzai glared.

"I had no choice" Simba insisted "It's the law" he said "Zazu!" he hollered a few seconds later, Zazu was there.

"Yes sire?" Zazu asked.

"Find Timon and tell him to come here" Simba ordered.

"Yes of course sire" Zazu said before flying off.

"What are you planing on doing?" Raka asked.

"What you guys failed to do" Simba answered

 _"So Timon was right Simba doesn't trust us"_ Shenzi thought to herself.

"You will fail" Shenzi said.

"I think not" Simba insisted. But Shenzi and the others had their doubts, if Timon can take out outsiders with hardly any effort then what can Simba do?. Shenzi remembered what Timon told her before they arrived here.

 _(Flash back)_

 _"You may not have avenged your clan but I can bring you peace" Timon told her._

 _"How?" Shenzi asked._

 _"I have a plan" Timon told her._

 _"What plan is this?" Shenzi asked._

 _"You make Simba think your still working with him" Timon told her._

 _"How?" Shenzi asked._

 _"I will teleport you and the others to Priderock and I will appear also and you guys pretend you did try to find my weakness but I found out and attacked you" Timon explained._

 _"That is awfully deceitful" Shenzi told him._

 _"Can you save your comments till after I'm done please?" Timon questioned._

 _"Sorry" Shenzi apologized._

 _"We both know Simba will try to call me out" Timon told her "But if he fails which most likely he will, I presume he will most likely turn to you" he said. Then Shenzi started to get what he was saying because it should on her face "You most be the one to kill me Shenzi, only then will Simba trust you completely and give you what you want but you most wait till Pimon's dead and I'm at my most vulnerable and I will help with that" he said._

 _"How? your too strong" Shenzi said._

 _"I will do what I did before when changed" Timon said._

 _"What was that?" Shenzi wondered._

 _"You remember when you and the others found me meditating?" Timon reminded her._

 _"Yes" Shenzi answered._

 _"Well I was trying to get some peace but I just only embraced my darker side of me, and I can do the same thing to turn back to normal " Timon continued "but this time I have to be knocked out" he told her._

 _"And once that happens the fatigue from the battles I fought will catch up to me leaving me at my most weakest state, but a part of me will still want to fight back but don't worry I will go back to just a normal meerkat" he told her " Thats when you strike" he added._

 _"But I don't even know where it is" Shenzi insisted._

 _"Pimon is at a canyon 30 miles from here get The baboon to teleport you there" Timon said "and I want you to promise me something" he added sternly._

 _"What?" Shenzi asked._

 _"Take my body to my old home and give me a warrior pyre, I've told you about those and you know where it is" Timon said._

 _"I do, yes" Shenzi replied sadly._

 _"And don't be grieving over me, live your life" Timon added sternly seeing her reaction "Give me your word" he said._

 _"My word" Shenzi answered._

 _(Flash back ends)_

* * *

Zazu was flying over the lands trying to find the meerkat named Timon, the sun was starting to set when Zazu found Timon he was just stepping out of the oasis.

"I saw you coming bird!" Timon yelled "I'm going!" he said teleporting away.

"That was easy" Zazu proclaimed, turning around flying back to the Pridelands. He arrived hours later it was starting to get dark when he screeched to a halt, Simba was lying down looking a little beaten up.

"Sire what happened!?" Zazu asked.

"Timon" Simba groan "Trespassing was wrong but attacking a king, thats starting a war" he said "Shenzi!" he called, he heard paw prints coming Then Simba looked at Shenzi "It's up to you now" he told her.

"I agree" Shenzi replied "but I'm going to need the baboon" she said.

"What do you need?" Rafiki's voice rang out, she looked up and saw the baboon perched on a tree.

"Teleport me to the canyon the one where Timon's going to" Shenzi ordered.

"as you wish" Rafiki replied but knowing what Timon and her were planing but didn't say anything. Rafiki waved his staff and a smoke ring appeared around Shenzi and she disappeared.

(Hours earlier)

Simba was standing outside Priderock alone waiting for Timon to show up after telling Shenzi and the others to stay back. It was getting a bit darker each minute then Timon appeared five feet from him, with a grim look.

"What do you want?" Timon snarled.

"It's time to pay for your crimes" Simba answered.

"I never commited a crime other than delivering your mates planning killer" Timon hissed.

"and you did it again after attacking Shenzi and the others" Simba said.

"Only because you turned them against me!" Timon growled.

"You've done that yourself" Simba replied severally.

"All you had to do was stay out of my way but you didn't listen, you have no one to blame but yourself this time" Timon told him "You brought this upon them" he said.

"I truly have nothing to loose, you will not take anything from me!" Timon yelled.

"Your anger and lust for power already done that" Simba said.

"I have brought peace and freedom to myself!" Timon barked.

"You have let these dark forces that grew in you to twist your mind till, you've become the very thing that appears in others nightmares" Simba told him.

"Friends come and go, power is forever" Timon smirked evilly.

"Your reign of terror is over" Simba said narrowing his eyes.

"Don't make me hurt you" Timon growled narrowing his eyes "I said once if your not with me than your my enemy" he said anger growing in his words.

"Only someone filled with hate and evil acts in absolutes, i will do what I must" Simba said crouching.

"You will try old friend" Timon hissed clenching his fists.

Simba made the first move he sprang at Timon but Timon just raised his hands and using his telekinesis stopped him then slammed Simba on the ground and did a pushing movement and Simba flew several feet away. Simba looked at Timon and saw raw anger in his eyes with killer intent within, Timon got in a combat stance. Simba ran at Timon but reacting fast he waved his hands on the ground and moving them with effort two huge rocks were ripped from the ground.

"Hrrth!" Timon grunted and moved his fingers open the two rocks ripped to small pebbles, then Timon raising his hands and shot his arms straight at tossed the pebbles at Simba each one hit leaving bruises on Simba, but Simba ignored them and continued to run, Then Timon grunted and sended up a wall of flames forcing Simba to stop, then, Timon jumped through the flames looking like the devil himself and landed in front of Simba, with jerked his hands out and Simba flew and slammed into some rocks. Timon then stopped the flames, Simba came limping out of the rocks.

"Your tougher than the outsiders, because they lacked the proper nutrients but you will fail against me just the same" Timon observed "But I'm not going to kill you because the Pridelands needs it's king, so be thankful for my mercy" he said.

"Good by Simba" Timon said turning and walking away. When Timon had his back turned, Simba picked up a rock size of a oversized coconut and threw it at Timon, but Timon whipped around and raised a arm and snapped out his hand and the rock stopped, Timon then made a turning motion an the rock turned around and flung his fingers out and the rock hit Simba in the head knocking him out.

"The mighty have fullen" Timon muttered, then teleported away.

* * *

(Present)

Timon teleported to the canyon for the third time and Pimon was waiting on the top, Timon came into Pimon's vision.

"You actually stuck around I'm surprised" Timon said impressed.

"You think I would run from a second chance to finish what I started" Pimon replied.

"Actually the one he has a chance is me, I've grown stronger even for a lion to stop" Timon hissed.

"Yeah right" Pimon sneered "last chance to walk away" he said.

"Ha, you threaten me?" Timon said with fake humor "Please I've come too far for anything else, welcome to the end of your life and I promise it's going to hurt" he vowed.

"You going to kill me?" Pimon wondered.

"What do you think?" Timon snapped "Now I came here to fight not talk" he growled. The two enemies circled each other looking for a opening, the sky blackened and thunder crashed, the lightning exploded as air crackled with tension, as the two meerkat stared each other, Pimon with anger in his eyes and pure and raw unbridled hate blazing in Timon's.

"Make your move!" Timon yelled with anger.

"You first!" Pimon yelled back.

"Grrhaa!" Timon yelled as he charged at Pimon as he did the same, Timon ducked under a rightcross and grabbed Pimon around the midsection lifted him up and fell back with him, slamming Pimon on the ground hard causing Pimon to gasp, Timon didn't waste a minute and pinned a knee on Pimon's chest and punched him repeatedly in the face with nothing held back, Pimon caught a fist and pushed Timon off. They scrambled to their feet, Timon swung as Pimon turned and got him right in the mouth with a rightcross, then grabbed his head and slammed a righthook to his jaw and slammed his knee into his stomach then kneed him in the face, making Pimon's head to shoot up and slammed him down with a sidekick to the midsection, Timon backed up a few feet. Pimon got up, he had a bloody nose.

"Is that the best you got!?" Timon yelled.

Pimon yelled and charged at Timon and swung, Timon sidestepped and ducked each punch, he sidestepped a kick.

"Hold still!" Pimon yelled and swung.

"Okay!" Timon yelled back as he stepped moving and caught Pimon's fist with a hand, and punched him in the mouth and twisting Pimon's hand to the ground sending him on the ground on his knees and kicked him in the face with a foot, sending Pimon on his back, Pimon got up and Timon tackled him to the ground and started to pummel on the other meerkat, Pimon got Timon with a kick to the stomach kicking him off of him, Timon rolled to his feet.

"Come on is that all you got!?" Timon demanded.

Pimon tried to tackle Timon but Timon just stepped and to the right a little forward looping his arm with his trapping him and Timon grabbed a hand full of fur on his leg and whipping around throwing him away. Timon came blitzing at Pimon, as he got up Timon sended a right roundhouse to his face sending him flying back. Timon quickly got up to Pimon and grabbed him by the back fur and picked him up and slammed his knee into his stomach several times and then threw Pimon into a dead tree, the force caused the tree to full down and Pimon's body caused the tree to full inwards and on him, Timon ran up to him and picked the tree off him and threw it away, Pimon swung one of the broken pieces but reacting fast as usual raised an arm and blocked it the piece broke. Pimon tried to stab Timon but he sidestepped and captured the arm and rammed a roundhouse to his ribs causing Pimon to clutch his side where he kicked, then Timon shifted on his balancing foot and slammed a heelkick into his other ribs, breaking a rib and causing Pimon to drop the stake, Timon pulled Pimon in then slammed four vicious uppercuts to the right side of his ribs with his rightfist, cracking and breaking two ribs with each hit, then grabbed Pimon by the throat and choked slammed him on the ground and stood up. Timon started to kick Pimon in the side several times and kicked him in the temple sending him flying four feet to the side.

"You've have no idea how long I waited for this moment!" Timon ranted while lightning flashed and thunder crashed "and now your fighting like a sissy, your weak and I've outgrown you!" he said with a low deadly voice as he walked up to him, then it down poured on them.

"You can't be this strong!" Pimon protested.

"Or perhaps you just got weaker over the years" Timon suggested savagely.

"Ahh!" Pimon yelled with fury and swung up wildly getting Timon under the chin sending him on the ground and didn't get up.

"Ha!" Pimon cheered and approached Timon, he looked to be knocked out, Pimon got started to kneel. But then Timon's eyes snapped open and got up to his knees with a alarming speed and slammed a massive uppercut to the lower stomach making Pimon to double over, Timon then slammed a kick into Pimon's chest sending him on the ground.

"Make sure your enemy is down for sure" Timon smugly said "It's going take more than that one to knock me out!" he barked. Timon got into a fighting stance and waited for Pimon to stand back up, Timon then circled behind Pimon without him knowing.

"Where did that coward run off to now?" Pimon grumbled.

"Try looking over your shoulder" Timon's cold voice rang from behind him, Pimon turned and swung but Timon tilted his head to the side to avoid. Then putting all his weight forward Timon punched in the face several times, before taking his legs out from under him with a leg sweep and slammed Pimon on the ground with a elbowdrop on the chest. Pimon got up holding his chest with pain panting heavily with anger, Timon smirked evilly and made a "come at me" motion with a hand.

Pimon started to swing but found himself on the ground hard holding his stomach after got a powerful frontkick, Timon moved so fast Pimon's eyes couldn't see the move. Pimon got to his feet and doubled over as Timon threw a rightjab into his midsection, then Pimon swiped at Timon but he weaved to the left dodging it and swung forward and slammed a roundhouse to his stomach hard causing Pimon to collapse But Timon caught him and slammed a rightcross to his ribs doubling him over, but Timon just lifted him back up and slammed 3 strong jabs to his nose and connected a elbow strike to Pimon's temple, then wrapped an arm around his midsection and turned and lifted Pimon off the ground and slammed him back down, Timon slammed a kick into his side as Pimon tried to get up sending him back on the ground. Pimon picked up a three inch flat rock, Timon swung as hard as he could, Pimon raised the rock to block it and the rock shattered from the enormous amount of power behind Timon's fist and slammed into Pimon's chest sending him flying 40 feet away on the ground grunting.

"This can not be, I can not be beaten by a pushover" Pimon grumbled.

"A push over is one thing I'm not" Timon spoke aggressively, Pimon looked and Timon was suddenly over him, then slammed Pimon on his back and his breath left him when Timon dropped a knee on his diaphragm and started raining punches on Pimon's face, he tried to push Timon off but Timon just placed a hand roughly on his chest and slammed him down on the ground and slammed rightcross in Pimon's mouth sending a tooth out, Timon continued pummeling Pimon for 30 minutes till Pimon's face was bloody, then got off of him.

"I'm going to kill you Pimon and when your in hell I want you to remember what happens when you destroy a good meerkat and leave them alive" Timon told him.

"I'm taking you with me then" Pimon said standing up weakly.

"Fat chance" Timon hissed as he slammed a plam down on Pimon's chest sending on the ground in his weak state "but don't worry perhaps I'll meet you there and kick your ass all over the fires of hell" he promised, then Pimon charged at Timon, but Timon thought he was moving in slow-motion, so Timon crouched and rained dozens of punches in his ribs and midsection and knocked him on his back with sidekick to the chest. Timon grabbed Pimon by the chest and lifted him up and rammed a uppercut into his lower stomach and drove a rightcross into his midsection followed by a cannonball fist into Pimon's sternum hearing it crack, Pimon kicked Timon off of him but just got up and when Pimon was charging, Timon raised a hand and stopped him with his telekinesis.

"Hey you said you wouldn't use those!" Pimon barked.

"Perhaps I should've said more, if you give me a good fight then yes, but you hardly did, and I'm just getting bored" Timon said grimly, then Timon rammed his fists and feet against Pimon's face and midsection and chest and back hard, using every move he knew like he was rehearsing on the leafbag in the jungle, then stopped his telekinesis and threw a righthook sending Pimon off his feet and onto the ground roughly, Pimon felt every bone in his body was either broken or cracked, his jaw was shattered he couldn't talk, just a mumble or grunt came from his lips.

"Pathetic" Timon hissed down on Pimon's broken body, he grabbed Pimon by the throat and picked him up and squeezed the hand around his neck harder "say goodnight forever" he said, Pimon tried to say something but couldn't but Timon could see "Oh what was that I couldn't hear you" he said, then placed a hand on Pimon's jaw and used his energy to heal his jaw so Pimon could talk.

"Please I'm sorry, forgive me" Pimon said desperately trying to escape.

"You think I'll ever forgive for what you've done" Timon asked "I will never forgive you and what you did to our clan" he snarled, then decided enough was enough from this fight and switch his hands around Pimon's throat and twisted and "CRACK!" went his neck and dropped Pimon's dead body unceremoniously on the ground, then kicked his body over the canyon bones could be heard snapping, Timon looked at Pimon's dead and broken body with hardly any remorse or regret.

"Good riddance" Timon hissed.

* * *

 **Last fight**

Then Timon after a couple of seconds, he felt a presents ten feet from him.

"You know you can't sneak up on me" Timon said with back still turned.

"It doesn't have to be this way" Shenzi told him.

"Don't tell me what to do!" Timon snapped still on edge.

"What you just did was to dishonorable and evil" Shenzi hissed.

"Maybe dishonorable but not evil" Timon interjected "the one is evil was that meerkat" he told her and chuckled evilly.

"You don't know how far you've fallen" Shenzi told him.

"Of course I do" Timon said turning around and glaring at her "I hit rock bottom I've just drag Pimon and the rogues with me, now I'm going to drag everyone that crosses me along" he told her.

"Your deeds end here" Shenzi spoke sternly.

"Do yourself a favor a go away before you get hurt" Timon grimly spoke "Or should've brought more help" he said.

"I can't do that" Shenzi replied "and I'm not alone" she said.

"Oh really because I see no one but you" Timon pointed out.

"I know there is still light in you Timon let it out" Shenzi said.

"When I killed Pimon, the light that was left with me snuffed out" Timon hissed "I'm just a shadow of myself" he said, as he used his telekinesis to push her away 5 feet.

"I give you a new life and you turned against me" Timon hissed before walking forward, Shenzi got up ready to fight. Timon ran at Shenzi at a terrifying speed as he approached her jumped and kicked her in the chest making her slam back on the ground.

"Grr!" Shenzi growled and swung at Timon who ducked and threw a high sidekick to the chest making her stumble back, then grabbed her by the neck and threw her to the side, but faster than he could react Shenzi slammed a hindleg against the side of his head sending him flying 20 feet away, then rolled up to his feet.

Timon sprinted at Shenzi and she ran at him, Timon teleported up to her and knocked her back with a uppercut to the chin, Shenzi quickly recovered and started to swing but Timon just dodged and weaved and got underneath her and jumped and slammed the palms of his hands into her lower stomach making her fly 10 feet on the ground.

"Don't forget who taught you how to fight hyena" Timon hissed.

"You know there was a time I would take a hit for you" Shenzi said as she got up.

"You just did" Timon said smugly "You really think you have a chance I can take down a lion by myself" he asked.

"You think your the only one that can?" Shenzi demanded.

"Other then your mother no, but the fact is your not your mother, your just a hyena I trained" Timon shot back, sending a stake through her heart but then realized Timon was just speaking from his own pain and despair, then shook it off.

"and if this all you can do then you haven't learned a thing" Timon said simply, that sended indignation through Shenzi and ran at Timon and knocked him to the ground, then as he was getting up sent him flying with an uppercut to the chin, shaking his head to clear his head.

"Thats more I like it" Timon smirked evilly getting up and facing her, then sended pebbles at her as she was running making her stop from the sting of the blows, he sprinted at him and slammed a double palmheel strike to the chest sending her flying back.

 _"Shenzi what are you doing?"_ good Timon's voice rang in her head.

 _"Trying to knock you out so you can go back to normal"_ Shenzi replied back in his head _"But your putting up a fight"_ she said.

 _"Oops forgot to mention that"_ good Timon's voice said.

 _"You think?"_ Shenzi snapped.

"What are you wanting!?, for fight!" Timon barked "Stop staring and move" he said, then teleported up to her "fine, i will then" he told her.

"I'm not going to" Shenzi said "Either are you" she told him.

"And whos going to make me?" Timon demanded, then raised a fist to strike.

 _"oh no you don't"_ a voice rang out.

"Huh whos there?" Timon asked, then suddenly couldn't move move "Why can't I move my arms?" he asked alarm, then a good like Timon was holding onto himself.

"It's over" good Timon told him "Didn't you mother tell you not to, hit your friends?" he said.

"Stop let go!" Dark Timon ordered, trying to get out but good Timon had a tight grip.

"Now Shenzi!" Good Timon barked, then Shenzi slammed a righthook against his temple knocking him out.

(Inside Timon's mind)

 _Dark Timon opened his eyes and found himself in a dark empty place._

 _"Peace and quiet, nothing but darkness" Dark Timon said happily_

 _"And me" a voice sang, Dark Timon looked and his red eyes widened with anger seeing his good side._

 _The two Timon's were standing in a black empty space._

 _"You let that Hyena knock me out, to stop me!?" Dark Timon yelled angrily._

 _"That was the plan" Good Timon told._

 _"We were suppose to be respected and feared not have anyone stand in our way" Dark Timon said._

 _"The plan was to destroy the rogues and Pimon which we did, and you tried hurt our friends" Good Timon replied "I've should've known better to let my darker-side to control me" he said._

 _"I gave the power to destroy your enemies and drove you to get what you want" Dark Timon said._

 _Good Timon was silent_

 _"Now you get it, ever since Pa died, I fed off your despair and anger, then disappeared in your mind, but then I returned when Ma and Uncle Max died and were burrowing into a cocoon of hate and vengeance, and to put a stop to it, I stabled it to drive you to the path your on now" Dark Timon explained._

 _"I may have took control but you didn't try to stop me" He added._

 _"Yeah that was a mistake indeed" Good Timon, then the black empty space turned bright blinding Dark Timon._

 _"What are you doing?" Dark Timon demanded._

 _"Clearing my mind and turning back to good" Good Timon said with determination._

 _"NOOO!" Dark Timon yelled as he seemed to vanish into the light._

 _"Good ridance" Good Timon spoke, before the scene vanished._

Timon opened his eyes, they were brown again and looked at Shenzi.

"Thanks" Timon said.

"Don't mention it" Shenzi smirked.

Then Timon suddenly felt a serge of anger flowing through his system and his eyes turned cold.

"You think this is over!? Timon yelled and lifted a hand and tried to use his telekinesis but couldn't.

"I wouldn't try it, your just a Meerkat now" Shenzi told him.

"You underestimate my power" Timon growled and threw a punch at her, but Shenzi caught his fist with a paw and punched him in the stomach sending him doubling over coughing, tried to set her on fire but couldn't either.

"If trying to set me on fire it won't work" Shenzi told him and swung again, Timon tried to teleport away but couldn't and got punched in the face again sending him stumbling back, Shenzi walked up to him, Timon then tried to use mind control.

"Get away from me" Timon ordered, Shenzi stopped pretending to be control and walked past him. Then Timon landed on the ground holding the leftside of his ribs after Shenzi sended a sidekick to his side.

"Like I said your just a meerkat" Shenzi told him.

"Doesn't mean I can't still fight back!" Timon yelled with anger and charged at her and swung, Shenzi just stepped side and slammed her hindpaws against his back sending him on ground 20 feet away, Timon got up and his breath left in a whoosh after another punch to the stomach, Timon ducked a roundhouse and got her in the cheek hard but Timon's fist started to shoot a sharp fiery pain in his fist, Then a elbow connected with his temple sending him on the ground hard.

Timon felt where her elbow hit and looked at his hand and saw his blood, Timon growled with rage seeing his blood spilt for a log time and it wasn't healing, which meant his healing factor was gone also.

"God dammit" Timon muttered, He walked up to Shenzi.

"You'll pay for that" Timon growled.

"What part of normal meerkat you don't get?" Shenzi hissed, Then Timon quickly slammed his palms in her chest but she didn't move, He tried to jump and kick but she blocked his foot with her arm and knocked him away with a round house to the face, as he was getting up Shenzi slammed a paw against his chest pinning him down.

"Enough it's over!" Shenzi ordered.

"Never!" Timon yelled and claw her paw which she started to increase her pressure on it, Timon could feel his ribs crushing inwards and his muscles begging for it to stop and his vision to haze, Timon heard dozens of cracks from his ribs followed by a snap causing him to grunt in pain. Then deep within Timon he found some strength and placing his hands under her paw, he grunted and groaned as he slowly started to lift the paw off, then lifting his legs placed them on her paw and kicked off skidding on the ground.

Timon held his ribs as he felt each one were broken, then slowly got up to his feet, Timon slashed at her but she blocked it, he started to slash left and right. His broken ribs were impacting his swinging ability, He jumped and spin kicked her chin jerking her head to the left.

"Is that all you got?" Shenzi asked looking back, He swung hard but Shenzi was already, when swung to the left he left his back exposed and a shearing pain exploded through his back.

"Ahh!" Timon grunted and felt blood dripping down his back and looked at Shenzi her claws were dripping with his blood.

"Your the only one who has claws" Shenzi hissed, which really got under Timon's skin and swung wildly who stepped back and slashed his side with her claws and came with the other paw and raked them across his chest.

"Never swing with carelessly, it's what you told me" Shenzi glared.

"Shut up!" Timon shouted and swung with a wild backfist which she sidestepped and clawed the back of his shoulder and tricep on his outstretched arm and raked a claw across his temple and raked down down his other side and down to his leg and slashed a tendon in the back of his knee which he could barely stand on.

"And always protect the tendons" Shenzi sternly said.

Timon shakily got up on his two feet with impossible effort "It appears I taught you more than I should've" Timon spoke grimly.

"and I thank you for that" Shenzi hissed.

"But why go against me, I made you strong" Timon demanded.

"Because Simba wouldn't stop" Shenzi started.

"If I was still powerful and didn't have my good half interfere I would've been respected and the most feared of all meerkats!" Timon raged.

"I told you there was still a bit of light left" Shenzi said "And I did respect you and our friends did to" she told him.

"Doesn't matter does it as long as I'm still alive, I won't stop this path" Timon hissed.

"Don't you get it, the good-side stopped you" Shenzi pointed "and I'm not going anywhere till I stop your reign" she said with determination.

* * *

 **Peace**

"You'll have to kill me to stop" Timon shot back "Because perhaps when you have what you want I'll just achieve my powers again I'll go after you" he said.

"Thats was the plan to your good-side agreed with to" Shenzi told him.

"Grr!" Timon growled and jumped at her but she just sidestepped to the side and he landed, Shenzi lunged at Timon at bite deeply into his side.

"Ugf!" Timon grunted in pain as he felt his friends sharp teeth tear through his stomach and back and was lifted off the ground. Timon placed his hands on her mouth and tried to open but he was jerked up alittle and his body was deeper in her jaws and Shenzi bit harder into his side Piercing his heart and lungs and back, he couldn't feel his legs or an arm. Shenzi dropped Timon on the ground, he lied there with his blood pooling out of his claws wounds and bite mark. Shenzi turned him over on his back since he couldn't move an arm or legs scooped him up in her forelegs and rested his head against her leg not caring of his blood got on her, he looked into his eyes to see if they were cold and angry but saw warm, kind, and gentle eyes she met from all the years ago when she was in his old home trying to eat his clan.

"T-thank you" Timon said weakly.

"You don't have to thank me" Shenzi said sadly.

"Yes I do" Timon said.

"I still didn't save you" Shenzi whimpered.

Timon smiled weakly "You already did, You saved me from myself" he smiled with a smile she saw years ago, Timon eyes started to feel heavy as his strength was leaving.

Seeing this "Stay with me alittle longer" she pleaded sadly with her lip quivering "Eyes on me, stay awake" she cried as tears were starting to form.

"I can't I'm growing weaker" Timon spoke softly.

"Not an option" Shenzi told him.

"Don't worry I'm not afraid of death or what fate awaits me" Timon told her "perhaps I'll see you on the other side" he said.

"Stop saying that, just try to find a way to live" Shenzi pleaded.

"There is no stopping this, i've lost too much blood" Timon said with his voice growing weaker.

"Don't leave me" Shenzi said with tears starting to fall down her cheeks.

"I'll never leave you" Timon told her, then lifted his good arm and placed a hand where Shenzi's heart was "I'll always be in there" he said, Then Raka, Banzai, and Ed appeared with sad looks of their own, seeing their new friend dying and they couldn't stop it "Never forget that just remember and i'll always be there" he smirked.

"Tell Simba you were right" Timon said weakly "You were right about me" he smiled, then breathed a painful breath looked at the sky and saw figures "The lights so beautiful" he spoke, then they appeared to be, Lane, Uncle Max, Nina smiling at him "Hi guys I missed you" he told them.

"And we missed you, now we can all be together again" Nina said lifting a hand for him which he took with no hesitation, Timon's hand dropped as his breathing slowed down, then he's chest stopped moving and had a distant look in his eyes, as the light died within them.

"Timon?" Shenzi spoke no reponse "Timon!?" speaking louder, he checked his pulse with a paw.

"Come on come on" Shenzi weakly pleaded checking for a pulse but felt none, then she closed his eyes with a paw, Shenzi laid down and lifted Timon's limp body and held him in a gentle embrace against her neck as a waterfall of tears fell from her eyes and started bawling like a pup just coming out into the world and the other hyenas dropped their heads with sadness for Timon the last meerkat of his clan, who grew to be the strongest and bravest of them all, was dead.

"What should we do?" Banzai asked.

Shenzi looked at them with tears "I want to give him a proper funeral" she said getting her self under control, sniffling.

"Lets take him to his old home" Raka said they all agreed.

* * *

Days and nights they walked until they came across Timon's old home, the sun was setting.

"Lets get to work" Banzai said, after an hour the hyenas got a meerkat size bed of sticks and Shenzi placed Timon's body which was wrapped in leaves it was dark when they were down. Shenzi on wrapped his face and kissed his cheek as Raka did his forehead, in a motherly way and wrapped his face back up, then Raka spoke since she was the oldest.

"We are here today for a good friend a meerkat known as Timon has died" Raka spoke.

"Timon if your hearing this" Raka spoke "May the kings and leaders of the past welcome you as they lead to the realm of kings and while they sing your name with love and fury so we can hear rise from the depths and know that you've taken your rightful place at the table of kings for a great meerkat has fallen, a warrior" Raka said.

"A protector and defender" Shenzi spoke next.

"A mentor" Ed spoke next.

"A trainer" Banzai spoke lastly.

"A friend" They all spoke at once. Then Shenzi held up a burning stick and lit the bed on fire quickly consuming Timon and the bed.

"Good bye Timon and than you for everything" They all spoke at once.

(In the heavens)

Timon was looking upon the scene with a sad smile.

"Farewell my friends" Timon replied, he heard foot steps approaching Timon turned and looked and saw his mom, uncle and his father there as while as his whole clan.

"So this is what death feels like?" Timon asked.

"Yes it is" Uncle max smirked.

"Not so bad" Timon replied, then suddenly felt something strange.

"Uh is there something your guys are hiding?" Timon asked raising a brow.

"Yes there also someone here, that was unexpected" Lane spoke.

"Who?" Timon asked, then a meerkat stepped out and Timon's eyes widened.

"Swifty!" Timon snarled and punched Swifty in the face knocking him down, Timon stepped up to probably to kill him again, but lane and Uncle max grabbed his arms holding him back.

"Why is that traitor here?" Timon demanded.

"Let him explain" Lane said, as Timon relaxed.

"Fine" Timon glared.

"I'm sorry for what I did but the reason why Pimon was founded" Swifty started.

"Was because I found where he was and found you there" Timon spoke with his anger starting to rise.

"Don't you remember why you saw smoke rising that was me sending you a signal" Swifty told him, Then Timon thought back noticed he did see smoke.

"and I knew Pimon would kill me if he found out which he would" Swifty told him.

"So by killing you, i basically saved you from Pimon?" Timon spoke.

"Yup" They all said, Then Timon walked up to him to sense any lies but found none.

"Can give me a chance for being a friend?" Swifty replied. Timon thought a minute and smirked and held out his hand.

"Sure" Timon answered Swifty shook his hand, which caused everyone to smile "But fair warning if you try to to deceive me" he said.

"I'm not" Swifty promised.

"I will kick you ass all over the realm of kings" Timon threatened.

"I really don't like that kind of language" a voice rang out, Timon looked at the voice and saw Simba's father Mufasa.

"Sorry" Timon smirked.

"But there is something that needs to happen" Mufasa.

"What?" Timon asked then Mufasa eyes glowed white, a black substance appeared from Timon and formed a darker version of himself, with red eyes.

"Get rid of your dark-side" Mufasa said.

"Where are you going to put it?" Timon asked.

"Thats up to you" Nina replied.

"Hmm" Timon thought, then something came up "I know" he said, He walked up to his darker half.

"What do you want?" Evil Timon snarled.

"Your remember when I said we would kick Pimon's can over the fires from down under" Timon asked.

"Yes" Evil timon smirked.

"Well I'm sure he will like seeing you again" Timon said "to pummel him all over the fires of hell" he told him.

"What did I just say?" Mufasa said.

"Sorry, the fires of the Underworld" Timon said "That better?" he asked.

"Thats better" Mufasa said.

"So what do you say?" Timon asked his evil side.

"I except" Evil Timon smirked and his eyes twinkled with a deadly fire and he disappeared.

"I can't believe I was ever like that" Timon said.

"Well lets go" Nina spoke taking Timon's hand as the gates to the realm of the kings opened and stepped through them with his clan, Uncle, father and mother.

"I mean you can't help but feel sorry for Pimon and the others" Timon said.

"Yeah I know" Uncle Max smirked.

* * *

Few days past Simba learned Timon was dead and let the hyenas into the Pridelands like Timon said he would, Nala gave birth two cubs Kopa and Kiara and later found, Kovu, Vitani and Nuka and adopted them, it was late and they were celabrating.

Shenzi was happy as her other hyena friends were but Shenzi still felt sad, She missed Timon dearly.

"He's finally at peace Shenzi" Raka said walking up to her along with Banzai, and Ed.

"I know" Shenzi replied "But I still thought I could do more" she said.

"But I still think he's around watching us" Banzai said.

"I know I can still feel his presents" Shenzi smiled sadly.

"Thats because he is" Raka smiled, Shenzi looked and her eyes widened as she saw ghost figures of Lane, Uncle Max, Nina and Timon!, He's expression was warm, happy and His eyes gentle and his face had no scars.

"Like I said I'll always be with you" Timon smiled "Just remember that" he said.

We will we promise" Raka spoke with a smile.

So you made it in the realm of kings?" Shenzi asked "How?" she said.

Well what was doing was the right thing and selfless so I woke up up there" Timon spoke

"But It's Pimon and the others you have to worry about" Uncle Max said.

"Whys that!?" Banzai asking.

Timon, Nina, Lane and Max just smirked.

"Lets just say Mufasa separated me from my evil side" Timon smiled.

"I almost pity them, they have no idea whats coming" Shenzi smiled at Timon.

* * *

(In hell)

A creature with red fur horns and a tail with a spear like point and black eyes was walking around the cadges filled with weasels, ferrets Scar, Zira and and the last one was by himself was Pimon.

"I am the Devil and welcome to endless torment in hell" the devil spoke "We have a new member arriving" he spoke.

"Who" they asked, Then a flash appeared from behind him, many creatures but Scar gasped with fear. With bright evil red eyes and a dark smile and red hair and light tan fur was

"Timon!?" They gasped.

"Hello" Evil Timon smiled.

"Who do want to bunk with?" The devil asked.

"First I have one thing to say" Timon spoke, then lifted a hand to the devil and using his telekinesis choked the devil "Die!" he barked and twisted his hand and a snapping sound was heard by all, The Devil fell dead to the ground and went in flames. Then turned to the throne and walked up to it and sat on it and a surge of dark energy went through him as his fur turned red with black stripes and a tail with a spear and devil horns sprouted from his head and his eyes turned black, a pitchfork formed in his hand.

"Say hello to the new king of hell, prisoners" Devil Timon smiled and his mad laughter ran through all of hell.

 **THE END**


End file.
